Ghosts
by Sub-Zero MKA
Summary: With the Masters of Evil on the fast track to world domination, the only thing that stands in their way is Nick Fury and his new team of Avengers. But, with the growing supervillain army and the original Avengers against them, can they overcome the odds and save the world? Sequel to Requiem of Heroes.
1. Silent Impressions

_**A/N:**__ Here it is, guys. Part Three of my Avengers AU and the final installment of the Masters of Evil Saga. Enjoy!_

_**Ghosts**_

_**Silent Impressions**_

Pirate guy said an hour, right? Peter thought back. Yep, an hour before they were supposed to leave for their first mission. First mission as Avengers. He could still hardly believe it. He had been dreaming of being an Avenger ever since they saved New York from that Loki guy. Now, he had his chance.

Maybe.

It seemed like it had been days since they first arrived. Weeks even. A month and some days tops. If this was this guy's idea of a resistance, sitting around all day, slowing going insane from boredom, then maybe he should have given Hill's offer more thought. Because, if this was all they were going to be doing, then it wasn't worth lying to his Aunt May.

He sighed and, for the twentieth time since arriving, checked his stock of web cartridges. All full, just like last time. He even had enough time to make more. As mind-numbingly boring as sitting around waiting was, Peter was happy to admit that the chemistry labs SHIELD and Dr. Richards had set up were pretty sweet. There was more than enough chemicals for him to make his standard webbing, and even enough for him to make some of his more specialized webbing.

It was the only thing keeping him from tearing his hair out. That, and messing with Hill. But, she was nowhere to be found, forcing him to find someone else to keep him entertained. He crawled along the metal walls of the facility that was in the middle of the another dimension. He made a concerted effort not to look out the window, lest his brain melt from the insane images the abyss that was the Negative Zone had to offer. That may or may not have been true, but he wasn't about to be the guy to take one for the team in the name of Science.

Speaking of science, "Hank! Did you see the way that super cute agent was looking at me?"

If Peter recalled correctly, the one who was reminiscent of a lot of girls he knew in school was Janet Van Dyne. Cute, smarter than she looked and not afraid to take what she wanted to have a good time. The guy she was talking to was Dr. Hank Pym, only of his idols. His work with shrinking and growing ants was groundbreaking in the opinion of him and his fellow arachnids. A tad eccentric and always overshadowed by big brains like Reed Richards and Tony Stark; kind of like him. Well, not quite even kind of.

"No, Janet, I was too busy paying attention," Hank replied dryly.

"To who? That boring guy with the eyepatch." She scoffed and waved him off dismissively. "Please, I'd rather watch paint dry… or listen to you drone on and on and bugs."

"Insects," he corrected. "Bug can describe either them or viruses, which I would not drone on and on about. I don't anyway, and I –"

"Blah, blah, blah. Oh my God, he was sooooo cute! His eyes, his cheekbones, I'm sure he has a killer bod. How long do you think it'll take before he's falling all over me?"

Peter stifled a snicker. She was exactly how the people on TV said she was. Not that he watched those shows, mind, his aunt did and insisted on telling him all about the dreadful women in Hollywood. Ms. Van Dyne was always at the fore of her complaints.

"Don't you have anything better to spend your time on than wondering about some person you don't even know?" The way he chastised her was not unlike a father scolding his daughter. Peter tilted his head slightly and watched her huff and put her hands on her hips.

"Is that a note of jealousy I hear, Hank Pym? Not my fault men fall over me and not you." She smirked.

Hank let out an exasperated sigh and bent down to check his microscope. "It wasn't jealousy and trust me, I'm not nearly as bent out of shape as you think."

Peter smiled. They bickered like an old married couple, yet the age difference between the two made them seem more like father and daughter. This required further seeing into. But later, as he wanted to very around to spying on the rest of his actual teammates. Fury the Pirate claimed that they weren't on the team; but he had to question just how long that was going to be the case. He knew Janet had powers, but wasn't sure about Pym.

_Huh? Can this guy get any more uptight?_ He stopped in the middle of a hallway to watch that colonel, Rhodes, he believed, sitting on a bench reading a thick spiral bound book. It had to be the SHIELD handbook he overheard one of the agents talking about, which officially made him the lamest person here for reading it willingly.

Peter sighed.

"Hm. I wonder if any of this applies to us," Rhodes muttered.

Peter sighed again.

"It doesn't." Both he and Rhodes looked up over and saw another Avenger, Agent Morse, walking over to the latter. "SHIELD protocol only applies to agents. And since the Avengers aren't technically agents…"

"And you? You _are_ an agent," he countered.

"Not while I'm in costume." She smirked when Rhodes groaned. "Something wrong, Colonel?"

"Yeah; calling our uniforms 'costumes'. Makes it seem like what we're doing is just for fun. It kinda isn't."

She shrugged and leaned against the wall next to him. "Fair enough. Just a way for me to differentiate my SHIELD work and what little hero work I do."

"You're a superhero?"

She nodded. "Mockingbird. When I'm off duty or on leave, I do a little crime fighting while resting. Keeps me sharp. Hawkeye and I work… did work together whenever we had time off together." She sighed. "Yep."

"You two were close?"

She shrugged listlessly. "Kind of. No closer than friends. Widow made sure of that. Can't blame her; guy was a regular Lothario."

"That sounds very familiar," he replied with a grin.

She matched it and swept a blonde lock behind her ear. "Yeah, you were Stark's best friend. How was that like?"

"I own stock in Aleve."

Peter repressed a giggle and moved on. So, the uptight Colonel had a sense of humor after all, underneath all of the rigid professionalism. Go figure. He made a mental note to make sure he got him to tell at least one joke every day born the duration of this… thing they had going.

He halted after a few minutes and peered ahead. Statuesque stoicism was the first thing that came to mind when he saw Agent James Barnes, another of his teammates. The guy was scary; he just had to come right out and say it. Well, think it. He was just standing there, staring out one of the windows that Peter resolved to never look out of, and yet, he found himself becoming very unnerved. Was it the almost angry glare that his reflection in the glass carried? Was it the metal arm? It had to be the metal arm. As cool as it was, he could only imagine how annoying it must have been to have to pull refrigerator magnets off it every time he walked through the kitchen.

He watched Barnes stand rigid for what seemed like hours. Someone else was watching him, too. "You could give a statue a run for its money." Monica Rambeau stepped forward and didn't stop until she was right next to him. Barnes didn't respond. "So, anything happening out there?"

Barnes breathed in deeply. "A space worm just ate a pterodactyl," he said almost casually, as if talking about the weather.

She looked as offput by it as he was. "Oh. That interest you? Watching those freaky things out there?"

"No."

"Oh. Why are you watching then?"

He shrugged.

Peter could only marvel as the master conversationalist weaved a syllabic masterpiece in just a few short words. If only he could master the art of the English language like he had; then he would really be something.

Ms. Rambeau didn't so much as marvel at his oratory skills, as huff in annoyance. He couldn't imagine why; who could be upset at such marvelous spoken word art? Okay, it was clear that the guy wasn't much of a conversationalist, but then he couldn't blame him. He seemed so dark and brooding and quite scary to be in a room alone with for any extended period of time. He was actually pretty uncomfortable being on the same team with him. He seemed, at a glance, to be that guy who was secretly voted 'Most Likely to Shoot the Entire Office Up' behind his back.

Peter really, really hoped he wasn't that guy. _Don't be that guy, metal arm dude._

He moved on, leaving Barnes and Rambeau to awkwardly stand next to each other in awkwardness. He had enough awkwardness within him to power a skyscraper, if such a thing could power a building. Any more absorbed from those two and he would explode.

It seemed that the team was grouping off into pairs. He might have been the only one not paired off with someone. God, it as like high school all of over again. Wait, could he say that even though he was still in high school? Oh well; it was like high school all over again.

"I cannot believe you, Danny! Pro bono?! Really?!"

Peter halted and turned his head in the direction of the yelling. The guy in the crisp yellow button down shirt, Luke Cage, if he recalled right, was gesturing demonstratively at the smaller, but definitely calmer guy in the green pajamas with the giant yellow collar. Man, that was a giant collar.

"What's not to believe, Luke? We're heroes," Danny replied calmly.

"Well, yeah, for hire," Luke retorted.

"Emphasis has always belonged on _heroes_. It didn't seem right to save the world at a price."

Heroics for a price? While Peter could admit that the notion crossed his mind when money was tight, he never considered it for more than a second. It seemed so… wrong, even though in every other sense, it made perfect sense. Singers sung for prices, dancers danced for money, athletes played whatever sport they excelled in for exorbitant amounts of money; why not heroes. Even cops and fire fighters got paid something.

Still, doing it purely for the money was what turned him off. Not that he was in any position to judge anyone on their ethical choices.

"Y'know Danny, it's people like you that are the reason the economy is so shitty," he said after a moment's silence, albeit without anger.

Danny grinned. "Actually, it wouldn't be in the shape it's in without people like me. I buy American."

Peter smiled at that and left them alone. There had to be someone in need of his company. He didn't want to intrude on any conversations, but it was looking more and more likely that that was going to have to happen.

He reached a quiet area in the facility, with only a few people walking through. He peered and saw only one, a bespectacled woman, sitting by herself. _Hm, wonder who that is._

To inquire of this, he dropped down softly behind her and walked around. "Um, hi there."

Her eyes widened and she moved away. He quirked an eyebrow, then remembered that he was wearing his costume. So familiar with the blue and red threads had he become that he had forgotten he was wearing it. It didn't help that it was so tight that it might as well have been a second skin. "Sorry. I won't hurt you."

"I-I'm sorry. You just startled me. You're Spider-Man, aren't you?"

He bowed ostentatiously. "Indeed, milady. Thine friendly neighborhood Spider-Man is at your service."

Thankfully, a small giggle escaped her. He straightened up and backflipped up atop an arm of the sofa she was sitting on. "Nice to finally meet the Menace of Manhattan." He cringed at the nickname Flattop, aka J, Jonah Jameson bestowed on him. "I'm Jennifer Walters, attorney at law." She extended her hand and he took it.

"Ah, you're a lawyer. I'm pretty sure the team will need one after we're sued for all the damage we'll inevitably cause."

A small smile quirked on her lips. "I guess so. Heroes tend to be… messy." Peter couldn't help but notice that she was wringing her fingers out without mercy. Nervous, maybe? He didn't think he could make people nervous. At least, not the ones that didn't read Jameson's drivel.

"So," he said after a moment, "how did Fury recruit you to the team?"

"I'm not on the team," she answered, almost before he could get the words out of his mouth. "Sorry. I'm not on the team. I'm just here for one thing."

"Oh?" Well, that was surprising. Not really, once he thought about it; she seemed too… mousy to be a bombastic, egotistical hero. "What _are_ you here for?"

She sighed and looked down to the floor. "To save my cousin."

It took him a second to realize who she was talking about. "Wait, Dr. Banner is your cousin?" Suddenly, the reserved personality made sense. Familial trait, obviously.

She bobbed her head. "He's in Egypt. They need me to bring him back. Once that's done and I know he's safe, I'm out of here."

"Aw. I was hoping you'd stay and keep us out of civil court."

She shrugged. "Even… even if I had powers, I'm not cut out for this type of work. Hell, most people look at me and think I'm not cut out to be a lawyer. They think I'm too soft. But they change their tunes pretty quickly when they see me in action." Despite the cheerfulness of her words, she didn't smile. If anything, she grew even more glum.

He frowned under his mask. "Well, you don't have to be like the ones that kick people's doors down waving a sketchily earned warrant, get into the witnesses' faces and have generally devil-may-care attitudes about the rules."

She snorted. "_Law & Order_ isn't real. Lawyers, for the most part, don't act that way."

"I know. I was just – Wait, _Law & Order_ isn't real?!"

She looked at him strangely. "No. It's a TV show," she drawled.

"WHAT?! NO!" Peter hurled himself to the floor, pretending to cry hysterically. "My entire life is a lie!"

She smiled wryly, and even giggled a little at his antics. "It'll be okay. There are sleazeball lawyers in real life, too," she consoled while rubbing his shoulder.

"But… but…"

_=Team, assemble in Conference Room 12B for your first briefing,= _Fury's voice chimed through the intercom. Peter immediately hopped up to his feet. Finally! He thought Fury had forgotten that they were even there.

"That's our cue. And it's about time, too. Sooner we finish here, sooner we can save your cousin, right?"

She smiled softly. "Right."

Not as big as he intended, but it was a start.


	2. To Catch a Hulk

_**To Catch a Hulk**_

He had to admit, he felt a little odd walking around in his costume. The stares he was getting from the agents and scientists were making him more than a little self-conscience. Maybe that was why he preferred to webswing through the city, other than it being faster. "Here it is," he said once he and Jennifer reached room 12b. They were met by Rhodes and Morse, who were still involved in their conversation. "Where's the tin can, Private?"

"It's Colonel. And the suit isn't… cute."

"Of course it isn't. It's very manly, with the big machine gun on the shoulder and the cannons and the missiles. Very manly and not at all cute."

Rhodes made a face that looked like a stifled chuckle. "Don't forget the wrist-mounted lasers."

"Aw , dude, you have lasers?" He didn't answer, but smirked and took a seat at the long metal table in the middle of the relatively large room. It wasn't anything special, just a table with rolling chairs. In the front of the room was a television screen that took up most of the wall. Most of the seats were already filled by most of the team, all but three, in fact. Peter sat in one, with Jennifer sitting next to him.

He took a cursory glance around at the others. Their faces ranged from anxious to excited, but the only one who was actually nervous was Jennifer. He could imagine; this was probably her first time being this close to superheroes. _Should I pat her hand? Naw, she might think I'm coming onto her or something._

He tried hard not to look at Agent Barnes, who was silently watching him from across the table. The guy had the thousand yard stare of someone who had killed a lot of people; he knew exactly what it looked like. It was unnerving, borderline scary. _Yeesh. Is there something on my mask? Does he hate the color red? Wait, does he hate spider people?_

Morse cleared her throat, breaking Barnes' concentration. "So, you wearing the uniform?" she asked him eagerly.

He barely held back the scowl that was quickly creeping across his already hardened features. "No," he answered decisively.

She tsked. "C'mon. You can't tell me that you won't look bitchin' in those spangles." He jaw clenched tightly. He couldn't blame him. Spangles didn't look good on anyone. Anyone not named Captain America, anyway. Hm. Could she have meant –

"Good, you're all here." Agent Hand, whom Peter had already determined would be referred to as Vicki at all times, strode in and immediately pressed a button on the table. A holographic globe shot out of the table and rotated above them. She spun it around, and then tapped where Egypt was. "Your first mission is here, five miles outside of Kharga, Egypt. Latest SHIELD intel places Dr. Bruce Banner as being here, hiding out in the surrounding deserts."

"How exactly does someone hide in a desert?" Danny asked.

"I don't know. But if there was anyone on the planet who could, it's Banner. We've already made several attempts to bring him back into our custody, but he's refused. Something's happened to him."

"What? What happened to him?" Jennifer blurted.

Vicki pursed her lips for a moment. "I don't know. But we suspect that whatever it is, the Enchantress had something to do with it. For lack of a better term, he and the Hulk have been mind-swapped. He could be in his… Banner form and would behave, speak and react to stimuli as the Hulk would. That makes him nigh impossible to deal with."

"If they've been mind-swapped," Cage posited, "then just make him Hulk out and talk to Banner."

"We tried that, and lost twenty agents. His Hulk form is normal, somehow. Just his Banner form is affected. It's like Banner is gone completely and the Hulk has taken full control."

Normal Hulk and mindless Banner? Not a good recipe. Which begged the question, "What exactly do you want us to do about this?"

"I want you to go in and bring him back, alive, but by any means necessary. Simply put, the Hulk is the most powerful being on the planet and we can't afford for him to fall into the Masters' hands. Try to talk him down first, which is why Walters is here. It's been said that he'll listen to people he trusts, so we're hoping that he and her are close enough for it to have some kind of effect on Banner's half, if it's even still there."

Jennifer nodded silently and went back to fiddling with her fingers.

"On the Masters, is there a presence of any sort there?" Rhodes asked.

"According to the intel I received five minutes ago, yes." She paused to press another button. The globe shifted to the side, and the image of a platinum blonde haired woman with pink streaks down the front of her hair. "Melissa Gold, aka Songbird. She had been incarcerated at the Raft, but escaped when the Masters orchestrated a massive breakout last week. She's apparently joined them as part of the supervillain army they've been building. Sound manipulation, sonic scream and emotional/ psychological control via her screams. She alone is a handful, but she's also accompanied by four others." An image of Songbird walking inside a bunker, along with four herculean men in colorful outfits; two of which were armed with, of all things, a crowbar and a wrecking ball. "We don't know who they are or anything about them, other then they're called the Wrecking Crew."

"The Wrecking Crew?" Peter snorted, incredulous. "These guys can't be serious."

Vicki shrugged. "That's all SHIELD has on them, so I suppose they are. Thor supposedly knew them pretty well." She stopped and turned off the holo-table. "Time is of the essence. The Masters already have a lead and the means to bring Banner in. Suit up and head through gate 24. There's a Quinjet waiting to take you to Egypt."

Since he was already suited up, Peter walked to Gate 24, along with Jennifer, Danny and Cage. "Hehehe, Wrecking Crew."

"Heh. Yeah, does sound pretty stupid. Almost as stupid as they look," Cage agreed. "Danny, think you can fix whatever the heck is up with Banner?"

Danny thought quietly for a few moments. Peter took that time to glance at Jennifer. Every time Banner was mentioned, she tensed up visibly. He frowned beneath his mask, but made no motion to comfort her._ She doesn't know you like that, Pete._ He knew exactly what it felt like to know that a family member was suffering and not be able to do anything to help.

"Not sure. I remember seeing the Enchantress battling the Scarlet Witch on TV. She looked like she was using magic. I'm not sure if my chi can counter that, but I'll give it a shot. You're tense."

Cage and Peter looked at Danny, and then to Jennifer. She looked wide-eyed at him. "I… I… yes."

He smiled peaceably. "When we're on the jet, I'll show you some breathing exercises. Being tense during a mission like this won't help, especially when you're our key component to accomplishing that mission. If Bruce sees that you're tense and on edge, then he may become spooked and run."

She nodded. "I… I'm sorry. I'm just worried about him."

"No need to say sorry. It's alright to feel uptight before your first mission," Cage tried to reassure her. "'Specially when family's involved. You two are related, right?"

"Cousins. It's been tough the last few years. That stupid General Ross keeps chasing after him, and then with the Avengers, I feared that one day he'll…" She trailed off and let out a shaky sigh. "You don't know what it was like when they were all lined up like that, being both relieved and terrified when I didn't see him with them. I thought he had already…"

"Hey, don't worry," Peter said finally. He reached out and touched her arm when they reached the gate. "We'll get him back and reverse whatever that Enchantress lady did to him, okay?" She smiled softly and nodded.

He nodded in return. "Good. Now, stow it with all that brooding. We already have one guy here who broods enough for the rest of us." She smiled again, this time a little wider.

Gate 24 was exactly like the gate at the base in New York. It was large and circular, easily big enough for all of them to walk through at once, though he was quite reluctant to even try something like that. He really didn't want to swap body parts with everyone else. Although, if there was a chance that he may have ended up with that metal arm…

"Are we ready?" Rhodes walked up, clad in his black and gray War Machine armor with the facemask flipped up.

"As we'll ever be," Monica responded. She was cloaked in a black and white body suit with black leggings, white boots and a white mask; a black starburst symbol rested on her chest. "Let's hurry before it's too late."

Peter grinned. His first mission as an Avenger. He could still hardly believe it, and probably still wouldn't until he was actually there, doing Avenger stuff with the other Avengers. "This is gonna be so awesome."


	3. A Hulk By Another Name

_**A Hulk By Another Name**_

_**Kharga, Egypt**_

_**August 3rd - 4:23 PM**_

"Here are your comms. Put these on so we can communicate with each other during missions." Morse, dressed in a blue and white body suit that looked more like a superhero costume than her regular SHIELD outfit, with long droopy sleeved, white boots and a pointy blue and white mask, handed Peter and the others a small comm link while explaining a few things to them. They had just walked through the portal into a SHIELD base in northern Egypt. Fury was right; the time difference was pretty huge. They had been cooped up in 42 base for what seemed like weeks, yet only an hour had passed in the real world. Or Earth, or whatever.

As soon as they crossed over, they boarded a Quinjet and took off for Kharga. "First," Morse continued, "no banter over the comms. We never listen to that rule, so Hand will be listening in to remind us. Second, refer to each other by our codenames. Proper mission etiquette and all."

It was something of an awkward job to put the comm in his ear while trying to keep his mask from rolling up his face. Secret identities were a real hassle sometimes. "Okay," he agreed. "You all can refer to me as the Spectacularly Amazing Spider-Man."

"How about just Spider-Man. And you, Cage? Do you go by just Cage or still Power Man?"

"Power Man," he responded. "Got folks to protect so can't use my real name."

"Fair enough. I go by Mockingbird."

"Oh, you can fly and copy avian abilities?" Peter asked.

"Um, no. I don't have any powers."

"So, your name is _Mocking_bird, and yet you don't have bird powers. Not gonna lie, I feel pretty ripped off."

She shrugged and twirled one of her battle staves. "Sorry to disappoint, sport."

"Can you at least sing?"

She smiled, and turned to Barnes when he finished loading a fresh clip into his assault rifle.

"Whoa, what do you plan on doing with that?" He couldn't stop the nervousness in his voice. He didn't care for guns, since usually, when he saw them, they were being aimed and fired at him. And in the hands of someone as… _don't say crazy, don't say crazy…_ intimidating as Barnes… _Phew_.

"Shoot them," he said in a politic tone.

"Oh."

The rest of the short trip went by quickly. They had all fallen into a contemplative silence that accompanied first time experiences. Peter had been in the long john game for three years; he was probably as experienced as anyone else in the jet. But even he couldn't help feel a little anxiety going in. He was a local guy, meaning he saved Queens or sometimes all of New York on an almost monthly occasion. But the world; nope. Never in his wildest fantasies had he ever imagined saving the world.

Well, here he was, about to embark on the first mission of many to save the world. He'd probably still be libeled and slandered by Flattop. He sighed.

"War Machine, do a perimeter check. Make sure no one's out there waiting for us," Barnes said.

He didn't answer, but flew out of the hatch once it opened. There wasn't much out there. A massive crater about a hundred feet from the bunker they saw Songbird and the Wrecking Crew walking into was the only thing that led them to believe that Banner was still in there. Rhodes had Jarvis analyze the crater. The AI confirmed that it was fresh, maybe a few days old. There were one set of supersized footprints and four sets of smaller ones leading into the bunker; there weren't any other footprints leading out. _=Banner's in there. And I don't detect anyone else around. Move in?=_

Mockingbird thought for moment. "Go ahead. We're right behind you." Falcon landed the jet a few yards from the bunker. The team, led by Barnes, hurried out and immediately entered.

"For the record, Agent Barnes, you didn't tell us what to call you," Rambeau, or Spectrum as she had decided to be called, noted.

"_Winter Soldier_." If there were ever two other words spoken with as much vitriolic disdain as those were, Peter hadn't heard them before.

"Oh. That's a cool name. No pun intended."

He didn't answer.

A roar thundered from the bunker. _=Hulk is on the loose.=_ War Machine informed. As soon as the words registered, the ground shook and a large black man wielding a wrecking ball erupted from the bunker and landed with a distant thud some five hundred feet away.

"Aw, crap." Peter sighed. "There goes our one chance to get this done without a fi-" Hulk burst out of the hole created by the first man, followed by three other men and Songbird. "Stay on the jet with Falcon, Jen. And don't come out until it's safe." She nodded shakily and hurried back inside.

"The hell are you guys?" one of them asked.

"We're the Avengers," Mockingbird replied. "By the authority of SHIELD, you're all under arrest! Come quietly and no one has to get hurt."

The leader, the Wrecker, laughed uproariously. "The Avengers?" He could barely speak without falling into more laughter. His crew joined him in laughter.

Songbird huffed. "Forget them. We're here for the Hulk."

Hulk roared, as if reminding everyone that he was still there. Wrecker grew serious, though still smirking at Mockingbird. "Yeah, dollface. Piledriver! Take 'im from behind. Bulldozer, you're with me." He tapped his crowbar into his free hand and stalked toward the Green Goliath.

Hulk growled and roared at the incoming assailants.

"Stop them! Don't let them near Banner," Mockingbird ordered. Wrecker surged forward, rearing his crowbar back to strike Hulk in the face. A pair of web lines attached to the crowbar and tugged it back. It wasn't much compared to Wrecker's strength, but it was just enough to distract him. Hulk's fist blurred forward and slammed into him, knocking him back more than a hundred feet. The one called Bulldozer, dressed in brown with a metal helmet and metal apparatus on his neck and shoulders for support, dashed forward, roaring mightily. He slammed into Hulk from the side with thunderous resonance.

He barely budged, and Bulldozer was blasted away by a white beam for his efforts. Spectrum, eyes white as her power thrummed within her, flew after him. "These losers aren't so tough."

"Aren't so tough, huh," Thunderball, the one who was punched through the bunker, retorted as he hurled his wrecking ball at her. She easily dodged and blasted him in the face.

"Yeah, not tough." Spectrum continued after Bulldozer and blasted him three more times, each time leaving a substantial crater in the ground.

Thunderball, dressed in green and yellow, summoned his ball back to him and scowled. "Pillock. You don't know not to mess with the Wrecking Crew. But don't worry, I'll teach you soon enough."

He spun the ball by its four foot long chain and deflected her next two blasts, nearly managing to hit Iron Fist with the rebounds. "That's a pretty big word for a big lummox like you."

"Ha! Does PhD in physics spell lummox to you?"

"Nope," Cage said as he tackled him to the ground. "But your fashion sense sure does!" They traded blows on the sandy desert ground, neither able to gain an advantage on the other.

Shaking off nearly being hit, Iron Fist nimbly avoided the massive, oversized fists of Piledriver. Blonde and clad in red and white, he growled loudly as Danny kept avoiding him, but never trying to hit him back. "Fight back, damn it!"

Iron Fist smirked and ducked under him again. Golden chi energy ignited and swirled around his fist. "Okay," he agreed simply as he landed a solid uppercut to his stomach. Piledriver keeled over, allowing him to land two knees to his nose. "I was just waiting for an opening."

Wrecker grumbled and rose to his feet. At the same time, War Machine flew out of the hole made by Thunderball and headed straight for him. "Heh. Tin can wants to play, eh?" He reared back and heaved his crowbar toward him.

War Machine scoffed. "Really?" A repulsor ray lanced from his gauntlet toward the unorthodox projectile. To his shock, it deflected off and soared toward the horizon. "The hell?" He didn't get his arm up in time and took the full hit of the apparently enchanted crowbar to the chest. "Damage, Jarvis."

_"Fifteen percent damage to the chest piece, Colonel. Might I suggest not letting it hit you again?" _Jarvis replied coolly.

"Duly noted. Prepare missiles." A pair of missiles from his right thigh fired and arched for Wrecker. He dodged the first, but not the second and yelled out as it exploded in his face.

"Bastard!" He summoned his crowbar back to him. "Come down here and face me like a man!"

"Heh. Don't think so." The machine guns on his shoulder blazed as hundreds of bullets of second peppered Wrecker. He laughed as the bounced harmlessly.

"Try a little harder," he said as he hurled his crowbar at him again. Learning his lesson, War Machine dodged and let it fly past him. Peter, seeing this, attached a web line from the crowbar to Thunderball's wrecking ball.

When Wrecker summoned it back to him again, the irresistible magical force pulling it pulled the ball, and Thunderball, with it. He laughed when they crashed into one another. "Didn't know you two were so _attracted_ to one another. Get it? Because he pulled you over toward… okay."

Winter Soldier drew his assault rifle and peppered the two villains with round after round of powerful laser ordinance. They yelled and screamed out, but they couldn't get out of the way with their limbs as tangled together as they were. Once they were sufficiently hit, he threw a grenade their way. It exploded upon reaching them, filling their air supply with an anesthesia designed specifically for superhumans. "That's two down," he announced.

_=Good. Just three to go.=_ War Machine followed Spectrum, but watched her continued to blast the durable Bulldozer. "I think he's down now. Make that two to go."

_=One.=_ Danny landed three more rapid fire punches to Piledriver while avoiding his attempts at countering. The villain sagged to the ground, a small trickle of blood running down his nose.

Songbird, as busy as she was trying to avoid by smashed by Hulk, had only just now noticed that she was the last one standing. "Damn idiots," she muttered.

"Give up, Gold," Mockingbird ordered. She was also wielding a laser rifle and had it trained on her. " You're outnumbered and outgunned. Come along peaceably and you won't get hurt."

The Avengers surrounded her along with Hulk. "Can't do that. I've got a job to do, and I plan on seeing it through." She grimaced for a moment, and then took in a deep breath.

Right then, Peter's Spidey Sense sent crazy. "Don't let her scre-" It was too late. Before Spectrum could get to her, she loosed a sonic scream. Sound waves erupted from her mouth, kicking up a thick cloud dust and brought the Avengers to their knees. But it wasn't just the massive sound bombarding their ears. Feelings of nausea and severe stomach cramping had him and the others keeled over in pain. Only the Hulk was able stay upright.

"Jarvis, audio blockers!" Rhodes roared. The suit immediately shut off its auditory receptors, giving him reprieve from the scream, but not the pain and nausea.

"Tough guy, huh?" Songbird said to the wobbling Hulk. "Try this!" She made a slight adjustment to her scream and, when it hit him, made Hulk stumble to his knees.

"No! Bruce!" Jennifer, inside the sound proof enclosure of the Quinjet, watched in horror as Songbird advanced on Bruce.

"Dammit. Somebody do something," she heard Falcon say.

She gritted her teeth and watched her smash him in the back with a giant mallet made of pink energy. Again and again she smashed him, but to no avail. She could feel her blood boiling. Anger and desperation were palpable within her; beating against her like a caged animal. She glanced over. Falcon looked like he was preparing to head out there, as he had a handgun in his hand and another in his lap.

She looked around and saw one sticking out of Winter Soldier's duffle bag. She grabbed it, but groaned when it was empty. Still, when the hatch opened, she dashed down the ramp and headed for the fight.

"Wait! Stop!" Falcon yelled after her, but she didn't listen.

When she got close enough, she hurled the pistol with all her strength. "STOP! LEAVE HIM ALONE!"

It sailed through the air and conked Songbird on the head. "Ow! What the -" A thoroughly disoriented Hulk made a grab for her, but she managed to get out of the way. "Bitch. Stay out of this," she snarled. A pink hammer appeared out of thin air and hit Jennifer in the stomach. She dropped like a stone and clutched her midsection. "Now, where was I?"

Falcon soared in from above and opened fire. She barely managed to erect a pair of wings and bring them in front of her to block the bullets, but not before she was hit twice in the arm. She hissed out in pain. "Out already?" she taunted when the sound of to empty clips reached her. A brief, but still powerful scream knocked him out if the air.

"N-no… Bruce…" Jennifer squeezed her brown eyes closed.

Songbird raised her energy mallet again, preparing to strike the downed Hulk again until he would stop getting back up.

Jennifer's heartbeat was like a drum in her ears. Her teeth clenched and her hands balled into fists until blood strained the copper sand. "Stooooooo**oooOOOOOP**!" she roared inhumanly. Her eyes ripped open, revealing a pair of toxic green irises.

Songbird's head whipped toward her, eyes wide with surprise. "What?"

Another inhuman roar erupted from her small frame and her body exploded in emerald fury. Her bones broke and realigned with a sickening cacophony of loud snaps and her muscles grew at an alarmingly rapid rate. Her clothes offered no resistance to her increasing size and tore away easily, revealing a white and purple unitard that stretched to accommodate her ever growing size. Her skin and hair darkened into a dark emerald green, until she looked like almost an exact copy of the Hulk.

She stood, emerald orbs glaring holes into the shaking Songbird. "Get away from my cousin," she growled lowly.

Songbird could only gawp soundlessly.

Jennifer slammed her fists into the ground, sending a tidal wave of sand hurtling toward her. She dodged upward, taking flight on a pair of wings created from sonic energy. She was met by a soaring Jennifer, who had used the wave as a distraction. "Gotcha!" she shouted as she grabbed onto her leg before she could get away. Before she landed, she threw her to the ground. Songbird managed to right herself before crashing, but had no time to do anything but unleash another sonic scream before a rushing Jennifer managed to get to her. The scream was deafening, but nothing was going to stop her until she got her hands on her.

The scream halted her momentum, but sheer will and anger helped her inch closer and closer. "I… will make you… suffer," she ground out through gritted teeth. She drew closer and closer, until her fingers were within inches of her face.

A white beam lanced through the air and struck Songbird in the face, knocking her out cold. The scream halted suddenly, and Jennifer's momentum sent her stumbling to the ground, on top of the unconscious Songbird. Her head whipped around and she saw Spectrum, wobbily knees barely holding her upright, standing near the others, a single finger pointed toward her. "Who are you?"

Jennifer rose up and tucked the unconscious Songbird under her massive arm. "Call me She-Hulk for now. Mission etiquette and all."

Spectrum just raised an eyebrow and watched her dump Songbird at her feet without another word.

"Thanks for the assist." Jennifer turned in time to see Hulk about to leap away. "Bruce, wait! Don't go." She ran in front of him.

"Leave Hulk alone," he rumbled. He tried to shove her away, but she gently placed her hand on his arm.

"Bruce, it's me, Jenny. Don't you remember?"

He growled menacingly at her. "Stupid Girl Hulk stop talking to Hulk!" He really did shove her way, sending her toppling to the ground.

"Hulk, stop! It's not safe out there," she tried to plead. He roared irritably at her and leaped away.

"That didn't working," War Machine noted. He and Spectrum flew off after him.

"Bruce! Come back!"

Peter stood in awe. Not of the Hulk; being in awe around him just went without saying. No, he was marveling at the smaller, relatively speaking, female Hulk that was trying to stop him from leaving. Female Hulk trying to stop him from -? "Wait, Jennifer?"

She turned and sighed. "They won't hurt him, right?"

"They're going to tranq him, then bring back to base," Mockingbird said. "Meanwhile, help me secure these guys."

While She-Hulk and Mockingbird went to handcuff the Wrecking Crew and Songbird, Winter Soldier tapped his comm. "This is Agent Barnes reporting that we have five metahuman prisoners incoming. Power dampening cells; one sound proof and four with Thing level structural support."

Hulk's roar thundered from the horizon, and then died down. _=Got him. Let's jet before anyone shows up.=_

"Well," Peter said, dusting his hands off, "I'd say that went pretty well."

"About as well as it could have," Winter Soldier agreed. "Let's get out of here before they send reinforcements."


	4. Avenge

_**Avenge**_

"I must admit, team, that went a lot better than I expected. Good job," Fury said once the Avengers returned with the five supervillains and Bruce in tow. He looked over them upon their arrival and nodded approvingly at what he saw.

"And you didn't even have to commit callous vandalism to get them to work together, either," Coulson added unhelpfully.

Fury just looked at him. "You really need to let that go, Coulson." Coulson just shrugged.

It really had gone a lot better then he thought it would. The majority of them, basically everyone besides four, were used to working by themselves. For them to come together and kind of operate as a team was good to see.

He said kind of, because there was still work to be done. They still only fought as individuals who just so happened to be on the same team. At the same time, they worked together when needed, and that was what he was looking for. He wasn't expecting them to be the original Avengers on the first day; though he wouldn't have argued if they wanted to try anyway.

After spending a few moments debriefing with them, he left swiftly, and intended to head to his office. That was, until Bucky was the first one out. "Agent Barnes, a word?" His face soured, but he nodded and followed silently. Bringing Bucky into SHIELD was Rogers' idea, all the way. While he wasn't exactly for it, he and SHIELD weren't in the best place to try and change his mind. For as iffy as he was on it, no one could deny just how valuable Barnes had become. Wetworks was hell on a man's soul, but he quickly became one of the best.

When Rogers handed him a letter three weeks ago stating that he was to give it to Barnes should something happen to Rogers, he was surprised. He was even more surprised when he actually read the letter last week. He wanted Barnes to be the next Captain America! His main reason was that the team needed a Captain America. As vain and conceited as that sounded upon reading it the first time, he was right. Cap had become the most popular of the Avengers over the last year. He was a war hero, a living legend. He legitimized them as the best of the best. Seeing the stars and stripes and that shield inspired hope in the masses.

Seeing him killed inspired despair among those same people. The team didn't need a new Captain America; the world did.

Once they reached his office, he closed the door shut. "James, I couldn't help but notice that you're wearing your SHIELD outfit." He didn't reply, but the deep inhale told that he heard him loud and clear. "We talked about this."

"I told you no."

"And I told you that it wasn't up to you, but Steve wanted this."

"He doesn't know what he's talking about."

Fury sighed and sat at his desk. "I'll admit that he's a much better judge of character than we are. He sees something in you that you can't." He shrugged. "Just trust him. Who knows, you may learn to like it." Besides, he could tell just how much using the moniker 'Winter Soldier' was killing him. A change of identity would do the guy good.

That was, apparently, all the convincing he needed. "Fine. But I'm not wearing that shit Coulson came up with."

Fury smiled. "We'll have someone draw you up something else."

"Deal."

After he left, Fury sighed and pressed a button in his phone. "Tell Agents Hand and May that I need to speak with them. Thanks."

Minutes later, Hand was first to walk in. "You wanted to see me, sir?"

He nodded. "Just wanted to see what you thought of your new assets." Before she could reply, May walked in and closed the door behind her. "Just a second, Melinda."

"I think," Hand replied, "they can work. But we have a few problems." He gestured for her to elaborate. "While the team can work, they're woefully lacking in power. The Wrecking Crew and Songbird are pretty low on the totem pole, so we got lucky. Still, Barnes and Morse are going to be a liability against the stronger villains. Parker and Rand, while stronger and faster, aren't going to help much once we hit the big guns. Unless you plan on milking Rambeau for more than she's worth, we're going to be starving for power. Banner is potentially uncontrollable and who knows where Maximoff's head is right now. Not to mention that we still have no counter for the Enchantress and her magic. Plus, now that they apparently have the other Maximoff on their side; that makes now two magical sources that we can't possibly hope to counter."

Fury nodded in agreement with everything she said. It was all in line with what he feared and kind of hoped wouldn't be exposed so quickly. The team was under-powered; and against the team with not one, but two magic powerhouses plus a thunder god, it wasn't looking good already. "We now have Walters," he offered.

"True. I wasn't anticipating Walters showing her true color so soon, but she only makes up for so much and still can't do anything but punch things. That only takes us so far."

"They're the best we got right now. There are more powerful metas out there, yes, but there's no way we'll find them in time." He tapped his finger on his chin. A light of recognition sparked in his eye. "What about Van Dyne and Lang?"

"What about them?" May asked, sounding like she already knew where he was going.

"They're civilians, Director," Hand added, not even bothering with the run around.

"It's a week or so, this side's time, until our next mission."'

"Sir," she protested.

"We'll hone their powers a lot in a week's time…"

"Sir."

"We can added SHIELD training to the -"

"Sir,'" she said with more force.

"- training Hydra already gave them. Lang looked pretty adept at his powers already, as did Van Dyne."

"They're civilians, sir. They need to stay here, and then be safely escorted home once this is all over. They aren't cut out for this work," May retorted.

"What hero was when they first started out? I seem to recall a pair of green agents come out of the Academy and go on to become two of the most respected agents we have." He smirked when they sighed. "Had Director Carter said that you two weren't cut out for this job when she first laid eyes on you, then neither of you would be standing here trying to stop two people from making a difference. Just give her a chance."

Because, that was what it came down to. Van Dyne hadn't seen action before, but Lang had. Push came down to shove, they'd acquiesce on him, but not her. He was trying to give the kid a chance to be something special.

"She won't take this seriously," May said quietly. "She'll think this is all a joke, even subconsciously, until someone gets killed. Then what?"

"She won't." He reached into his desk and pulled out a laminated piece of paper. It was an obituary. For Vernon Van Dyne. "She sees this, everything changes."

"When did this happen?" Hand asked as she eyed the article.

"The day she was kidnapped. Hydra agent took him out when he refused to hand over his extraterrestrial communication technology. That was the reason she was taken in the first place, as ransom. He wouldn't budge, and he was taken out." He sighed heavily. "He called me an hour before he was killed and told me to take the tech and hide it somewhere. And to find his daughter. I've done both; now, I'm giving her a chance to avenge him."

May's face relaxed a little. "She'll need an SO."

"I was hoping that you would do it." She nodded. "We have a week. Make sure she's capable by then."

"And Lang?"

"I think he'll jump at the opportunity to redeem himself in his daughter's eyes. He shouldn't be an issue." He stood from his desk, obituary in hand. "Now, the hard part. May." He walked out, May behind him.

It was the worst part of his job, telling someone, agent, civilian or otherwise, of the death of a loved one. He made a lot of those phone calls during the weeks following the crash of the helicarrier, to the point that he couldn't sleep. The hardest so far was telling Bella Collier, Coulson's cellist girlfriend, that he had died before the Battle of Manhattan. Somehow, he figured that this was going to be a lot harder.

It wasn't hard to find her. She was, as she always had been, wherever Pym was. Luckily, Lang was there, as well. "Ms. Van Dyne, may I speak with you alone?" Pym gave him an suspicious look for a long moment before nodding and getting up to leave.

"Mr. Lang," May said when he passed her, "may I have a word?"

Fury closed the door to give both conversations a measure of privacy. Janet was sitting at a table full of science supplies; breakers, petri dishes, microscopes and flasks filled with who knew what on Bunsen burners laid strewn across the table before her. She, of course, was sitting cross legged and filing her nails, with a pair of goggles resting around her neck. She was a walking oxymoron. "What can I do for you, Mr. Fury?"

It was then that he remembered what he was doing there. He didn't answer for a long moment, mostly because he was mentally debating himself on how to go about this. If he offered a spot on the Avengers and then told her about her father's death, it would've seemed like he was trying to manipulate her into joining. On the other hand, doing the reverse just might have gotten him the results he was looking for. Even still, she might not have listened. _Worth a shot._ "Ms. Van Dyne, this isn't easy for me to say, so I'll just come right out with it." He looked up at her and saw her warm brown eyes staring at him within a sea of anticipation. "Your father was killed."

He could see it coming, like slow motion. Her face shifted from confusion, to shock, to disbelief, and then to heart wrenching sorrow all in a matter of minutes. Red crept and filled her eyes as tears welled within them. "What?" she choked out.

To prove his point, he pulled the obituary from his pocket and placed it in front of her. Her eyes drifted down and saw his smiling picture above the paragraphs. "N-no!" Like a waterfall, tears fell from her eyes before she covered her face. Her shoulders shook raggedly from the force of her weeps. Anything she could say came out as a jumble of barely muted words and sorrowful expressions.

Nick Fury wasn't an emotional man, at least not on this end of the spectrum. He watched Janet weep and bawl with the stoic silence of a military officer. He had seen and heard this scene so many times, that it was like an unwanted second nature. It was almost ten minutes before she calmed down enough for him to speak. "I am so sorry, Janet," he offered quietly. "Vernon was a dear friend of mine. If there was any way I could reverse this, then I -"

"How?" she barked. "How did this happen?"

He swallowed. "The day Hydra kidnapped you, they tried to use your capture as leverage to force him to give them his invention. He refused." His expression didn't change. She was still tearful. The anger would come later, he figured. "If there's anything you need or what from me, my door is always open." With that, he patted her softly in the shoulder, giving it a soft squeeze, and then walked out.

He walked passed May and Lang, who heard Van Dyne weeping and immediately looked to him for an explanation. When he kept walking, he turned to May. "What happened?"

"Her father was killed," she answered succintly.

"…oh no. Is she going to be okay?"

Fury grimaced. He returned to his office and let out a huge exhale. Sometimes, the job got tougher than it was worth. Sometimes, he wondered why he even bothered to go on. Then, he remembered. There were forces out there that were just waiting for him to pack it up and go home. And not all of them wore outlandish costumes and masks. The most dangerous ones wore tailored suits.

* * *

It was almost three in the morning, Eastern Standard time before Fury bothered to finish his work. Lang agreed without issue to join the team, as did Walters. Good; they would have been a big help. Van Dyne was still up in the air. He went ahead and filled out the paperwork for her to join as well, and then shelved it just in case.

He was just about to get some sleep in preparation of a long day of team exercises when a knock came at his door. "Come in." It was Van Dyne. She looked like shit. Her eyes were red and puffy and her hair was wild and unkempt. She also looked angry. Very angry. "What can I do for you, Ms, Van Dyne?"

"Is that offer still on the table? I need your help." Her voice was low and grave, a far cry from earlier that day.

"What do you need to do?"

Her eyes narrowed and flashed with the flames of vengeance. "Avenge him."


	5. Cracks

_**Cracks**_

Baron Zemo had every reason to be a happy man. Over 40% of the countries, 47% to be exact, had already surrendered to their superior power, with more surrendering every day. SHIELD was crumbling beneath its own weight. Hydra commandeered more and more of their bases, forcing them into whatever cracks they could find.

But, Fury and his inner circle had managed to get away. What was worse, he had assembled a new team of superheroes who managed to thwart their operation to capture the Hulk. For that, he wasn't a happy man.

In fact, he could hardly believe it, even when Mandarin showed him satellite images of the new team of heroes. "New Avengers," he said disdainfully. "That is Luke Cage."

The large man in the crisp yellow shirt couldn't be anyone else. He thought that he had made himself quite clear when he confronted both him and Misty Knight that time in Seattle. Threatening a man's family should have been more than enough for anyone to stay away. Apparently not for Mr. Cage.

"It would appear so," Viper agreed. "I thought you had him taken care of."

"As did I. Apparently, some wish to learn the hard way. Find his family and make him pay for crossing us."

Viper nodded and moved to pull her phone out. "Why are you wasting time on Cage, when you should be concentrating on her?" Moonstone stood and tapped her finger on Spectrum. "We can't stop her, and it's ludicrous to -"

"I'm well aware of that, Dr. Sofen. But, this goes beyond simply countering one of Fury's pawns. This has everything to do with showing someone that we are a force to be reckoned with, regardless of where he hides his woman and child." Zemo frowned and steepled his fingers. "If we allow him to get away with this, others may see this and begin to doubt our resolve."

"You know what else leads people to 'question our resolve'? Getting our asses kicked repeatedly by one person while the rest of her team play Go Fish on the sideline. I've fought against Spectrum; believe me when I say that she's more than we can handle." Moonstone crossed her arms and waited for him to rebut her argument.

He couldn't. She was actually at the top of his list of metas to prevent from joining Fury. He had tried to find her to make sure she wouldn't, but with her secret identity, he couldn't find her. His only hope was that Thor would be able to counter her, but with her famous speed, that was a fool's dream.

"Thought so. As far as I'm concerned, she's our main concern. Everyone else is irrelevant."

"Hardly." Mandarin crossed his arms from the table he was reclining at. "_They_ may not be much, but we don't know who else they have on their side. We haven't heard much from Black Panther, for instance."

"I am uncomfortable with not knowing where the sovereign feline is," Amora said. "I have heard that he is among the most intelligent of all the mortals."

"Is it possible to reverse your spell placed on the Hulk?" he asked.

Amora scoffed. "There is but one sorcerer on Midgard who can best me. Howbeit, he is not one to aid in mortal conflicts. Even if the beast is in their possession, he will do more damage to them than he will to us at their behest."

Zemo nodded. That was one worry off his shoulders. Heavy is the head that carries the crown. That crown, dripping in the blood of heroes and innocent civilians alike, felt a one ton weight. When he agreed to embark on this quest, he hadn't anticipate this level of resistance. Of course, it wasn't anything that he couldn't handle.

He was a Zemo. He wasn't about to allow a little push back knock him from his throne. "We will handle it when and if he makes a move," he stated decisively. "T'Challa and his people are impressive, yet still only human. Over half of our army consists of inhumans, thus we hold an advantage. Not to mention that we have the potential for tech that far outclasses his. Speaking of…" He turned and noticed Moonstone midway to the door in leaving. "Doctor, how goes it with the alien?"

She didn't answer for a long time, and with her back to him, he couldn't read her face. Still, her back was rigid, meaning she wasn't expecting the question. "Ongoing," she answered shortly, and then left.

He sighed. "Ongoing." He was starting to have very serious doubts about Moonstone's loyalty. She had been spending more time with that Kree than with them. While he normally didn't mind that his teammates partook on other endeavors related to their grand scheme, he had learned that she enjoyed playing both sides against the middle. In other words, she walked a line between the Masters of Evil and her own interests far too often for his tastes.

"Viper, those agents." He turned his head and noticed Mandarin and Viper walking out together. If he was to learn of Khan's plans with the Sentinels, now was the best time. He followed them, at a casual pace and distance so as to not draw attention to himself.

"Of course; I had forgotten. Right this way." Viper directed him, and Zemo, down a multitude of hallways until they reached a thick metal door. "In here."

She gave him the code to the door, and Zemo watched him enter it. An excited gleam entered his eyes from behind his sunglasses, one Zemo hadn't seen in him before. The doors opened with a soft hum, releasing the faint hint of ethane gas. The light turned on automatically, revealing that the floor covered from wall to wall, literally, with dead bodies.

_A gas chamber?_ he pondered.

Mandarin was far from pleased. With his size, he turned and loomed menacingly over the smaller Viper. She didn't back down an inch. "What the hell is the meaning of this?" he demanded.

She smirked and shrugged. "You said you wanted their bodies. You said nothing about _living_ bodies, now did you?" He growled and took a step toward her.

"Now, now. Gene, you have what you wanted; no need for contentions." He never expected that _he_ would have to play peacemaker; but then, he really should have.

"Fine. I'll send for them." With that, he turned and strode off.

"What, no thank you?" Viper called after him. He didn't answer, but did gesture his thanks over his shoulder. Viper flashed a fanged grin.

Zemo sighed and walked off. They had the heroes to contend with, and now each other. Ordinary men would have folded and been unable to cope. Unable to adapt. Thankfully, he was no ordinary man. He would rise to the occasion and surpass any obstacle placed before him. Even ones established by his own team. For he was Baron Helmut Zemo, and he was to rule as King.


	6. Lessons in Training

_**Lessons in Training**_

"Again."

Janet was seconds away from collapsing. Had she known that SHIELD training was somehow more intense than Hydra's, then she never would have agreed to go through with this. "I tried my best." What she was attempting to do was run some overly and unnecessarily complex obstacle course in under five minutes, without her powers. She had come as close as twenty seconds over, but that still wasn't good enough. It had already been three hours and her drill sergeant, whoops, SO, was still barking at her to do it over.

For someone who looked like she couldn't do this herself, Agent May was acting awfully high and mighty.

"Do better," she replied simply.

It didn't help that she hadn't slept a single wink the night before. Thoughts and random memories of her dad kept her tossing and turning, whenever she wasn't crying. "Can't I have a grieving period?"

"That was last night."

She frowned.

"We don't have much time," she continued, "Fury wants you ready for your first mission in a week. You aren't anywhere close to where you need to be."

"Mission? What does that have to do with my revenge?"

"Stop stalling. Again."

She glowered, as best she could, and walked back to the starting line. It all made sense. That bastard was just using her dad's death as an means to get her to join his band of merry Avengers. That son of a bitch. "That bastard."

She ran angrily. She jumped angrily. She tucked, rolled, dove and climbed angrily. All in all, she finished in four and a half minutes, but collapsed upon reaching the finish line.

"Very good," May complimented. At least, she thought it was a compliment. "Take five. Combat training is next."

She was dyspneic when she fell to her knees. While she was relieved to finally be taking a break after three hours, she was livid at being taken advantage of. "Hey!" she shouted breathlessly. "How can you be so calm when your boss is a manipulative asshole?"

"Killing two birds with one stone," she said quietly. She handed Janet a water bottle, which she opened and gulped down the contents greedily. "Fury has methods that I, and a lot of us, don't agree with," she continued. "He plays things fast and loose with the protocol, and is morally ambiguous at best. But, all things considered, I wouldn't rather work for anyone else."

Morally ambiguous was being too generous in her eyes. "Why is that?"

"I know that, whatever he does, it's for the best. He won't do anything unless it has some positive outcome for everyone in the long run."

She let out an irritated huff. "And how exactly is me joining some freak show a positive outcome in the long run?"

She just gave her a sidelong glance.

Janet stared back. Was this some kind of silent treatment? While she was sure that Fury thought that she could be a superhero of some kind, she just didn't think it was for her. She wasn't cut out for that kind of work. Then again, Viper, who was her main and sole target, worked with the Masters of Evil. And this team was brought together to hunt them down and stop them. "So, the Avengers are to hunt down the Masters of Evil, and Viper is with the Masters. So, he brought me on because our goals interlap."

Still silent, May just inclined her head.

"All I need is revenge." She dropped her gaze to the floor beneath her. Her shoulders felt heavy and her chest was hurting with some other kind of pain than the one brought on by hours not exercise.

"Need, or want?"

"What difference does it make?"

"A world. No one _needs_ revenge, and wanting it helps no one." She stood. Janet spied the clock on the wall and sighed. Her five minutes were up. "Do you know Tai Chi?"

She nodded as she stood. "My mom did it a lot."

Again, she inclined her head. "Stand in front of me, and do as I do."

Janet stood a few feet from her and mimicked her every move. Her mother, also of Chinese decent, practiced Tai Chi almost everyday. She couldn't understand why, and never had the chance to ask since she was just then getting old enough to understand what it was when she died. "What do you mean it doesn't help anyone?"

"It's selfish. Revenge isn't requested by the dying party, thus, it's purely a action to placate _your_ desires, not your loved one. Moreover, it doesn't accomplish anything. You wouldn't be any better than Viper or whoever killed your father."

"Yes, I would. I'd be alive and they'd be dead." That was pretty much as better off over a person as one could get. Janet mimed May's movements almost exactly, accept for a few parts. Strangely, she could feel all of the negativity starting to fade away. All the pain and frustration that had been building up in her since yesterday was dripping away.

"Until they kill you in retaliation."

Oh. She hadn't thought of that. "Oh. But, that's what you guys are for. To protect me, right?"

May raised an eyebrow.

She sighed. "Guess you guys are pretty busy to give me around the clock protection."

May raised her other eyebrow and gave her an expectant glance.

She sighed again heavily. "What else am I supposed to do? Just allow her to get away with it?" A sharp glance had her regretting the question. "Well?"

She sighed through her nose. "If everyone who has lost a loved one like this did what you want, pretty much everyone would be the Punisher."

She knew who that was. She wasn't anything like that nutjob. "I'm not him. I can and will stop once Viper is dead."

"Did she pull the trigger?"

"What?"

"Did she kill your father?"

"I don't know." Probably not. She didn't seem like the type to get her hands bloody. Still that didn't matter; she was involved by association. "She definitely ordered it. She's responsible."

"Okay. Once she's dead, then what? Do you hunt down the agent who was directly to blame? And what about his family? How would they feel at losing their son, husband, father, uncle,brother, etc.?"

She glared at her. "You guys were killing Hydra agents left and right when you broke us out. You sure as shit weren't thinking about their families then."

"I don't… kill," she said softly. Janet raised an eyebrow at her uneasy response. "More to your point, there's a substantial difference between a hero and a SHIELD agent. We do things that heroes wouldn't dream of allowing themselves to do. We do the dirty work they either can't or don't want to do. We can't think about that sort of stuff because it's either us or them most of the time."

Janet remained silent, but her expression told that her mind wasn't changed a bit. Although, May had given her quite a bit to consider.

"I can't tell you what to do. I'm just your SO. But, if you go through with this, and take one life or two or however many you feel you have to, you'd better be ready for what comes next."

"Retaliation?"

"The nightmares. The guilt. Once you take a life, once that fact is ingrained in your brain for life, you change. Forever. There's no going back to how you were before. Your conscience will make sure you remember single moment of each of those murders for the rest of your life. You'll wake up screaming in the middle of the night, breathless, covered in cold sweat, and shivering like a new born lamb. That's every night for the first few years. Then, they'll subside; but they will never go away." May finished her routine and stood in front of Janet, staring her in the eyes. She could see something in May's eyes, something like pain. "I want you to think very carefully about what you plan on doing. Think about whether it's worth a lifetime of regret."

Janet forced out an uneasy laugh. "Sounds like your speaking for experience."

Her face darkened, just for a brief second. "I am." She walked off without another word.

Ward and Scott, who had been training nearby, both halted their motions. "Take five," Ward said before hurrying out of the training room.

Janet sighed. Not even a cursory look in her general direction. No matter; he would pay attention to her eventually.

Scott frowned and walked toward her. "Jan –"

"If you're about to give me a morality lesson, save it. They killed my dad and they're gonna pay for it." She plopped down and wiped the accumulation of sweat from her forehead. "Don't tell me you didn't want to go postal when you saw that they had Cassie."

Scott sighed and went to sit down next to her. "I did. But I'm glad I didn't. Being near the Avengers when they were killed was bad enough. I still can't sleep. Actually killing people on my own… I wouldn't be able to live with myself."

She wasn't stupid; she could see right through what he was trying to say. Trying to make her feel guilty or whatever, trying to make it seem like he knew what she was feeling. He didn't. They didn't kill someone he loved. He had no idea what he would have done in her shoes. A sly smile spread across her lips. "Sure, Scott. I understand. I, uh, just need to think things through."

"Jan, I'm serious."

"I am too," she half lied. "I really need to wrap my head around this whole thing." She patted him on the leg and stood. "I'm kinda tired, so I'm gonna go lay down."

"Janet, please," he begged quietly.

"What? You wanna lie down with me?" she inquired, the picture of obliviousness.

"No, I just… just think it over, okay?"

She snorted and headed for the hallway. "That's what I said I was going to do. Later, honey." She waved at his groaning form and hurried to her bunk. Yes, she had plenty to think about. Like where she was going to find a dirty Martini around here, and how she was going to enact her revenge. Martini first.


	7. In Pursuit

_**In Pursuit**_

**London, England**

**August 3rd - 11:02 PM GMT **

The week passed by relatively quickly, much to Peter's delight. He managed to get to know his new teammates pretty well; as well as one could in a week's time. Even Agent Brood opened up a little. Apparently the guys name was James. James Barnes. Huh; that name sounded really familiar. Like, really familiar. Where had he heard it before?

Well, anyway, it came time for briefing. He, Janet and James were to infiltrate a Hydra headquarters in London to recover some information on the Masters of Evil's location(s). That was the only thing, as was noted, that wasn't within the files that were available to Dr. Pym at the time of his rescue. He only had limited access, Madame Hydra had much more, so hacking into her credentials should have yielded more fruit.

It should have been an easy assignment. With his Spidey Sense, nothing could get the drop no them; Janet's ability to shrink was great for getting to locked rooms without wasting time picking the locks; and of course, Barnes was a spy, this was a cake walk for them.

Nighttime had fallen thickly over London like a wool blanket. The streets were empty, with the ever present exception of the seedy characters strutting about on the sidewalks, and the unsavory business exchanges happening in alleyway and abandon lots. In a way, it reminded him of Queens. He supposed for all the glitz and glam that London was portrayed to have on TV, it really was just like any other city.

The silent Quinjet landed on the roof of a building that was close to thirty stories taller than their target across the street. It was just like any other run of the mill office building. Very inconspicuous, which, in his mind, made it perfect for a Hydra cover. "Is this it?" he asked as he adjusted his ski mask.

"Yeah," Barnes replied with an annoyed grunt.

"Do you plan on robbing them, too?" Janet asked. When Peter cocked his head back in confusion, she tugged on his mask.

"Oh. I have a secret identity to maintain." Since this was a covert operation, his blue and red outfit would have stuck out like a sore thumb. Thus, he decided to don a simple black sweatshirt, black jeans and black shoes, as well as a black ski mask to hide his face.

"Like they know who Peter Parker is," she replied with an eye roll.

"Hey, they might! You never know, so I'm not taking any chances." Two quick, but almost silent gunshots prevented him from saying more. "What are you doing?"

Bucky walked back from the ledge of the building they were standing on and returned the sniper rifle to his duffle bag. "Roof is clear. We'll need to zipline down, Parker."

"Um, yeah, no problem." A webline shot from one of his web cartridges and attached to an air conditioner on the roof. As he attached it, Janet shrunk down and flew across the street to take out any cameras that may have been filming.

"When we get inside, we'll have to keep quiet and aware. I haven't had a chance to run surveillance on this place yet, so I don't know what's waiting for us." He zipped down the line and rolled tons stop just before hitting the air conditioner. Peter just webswung across and landed silently next to him.

"Cameras are out. Door is over here."

Peter watched Barnes slid a familiar red, white and blue shield onto his arm and run inside. So much for not sticking out like a sore thumb.

Spy work was somehow both boring and exciting. All of the sneaking around and silently taking out anyone they came across wasn't really his style. Then again, his style consisted of dropping down and beating everyone up before they could react. While that could have worked here, he decided to just do things Barnes' way. Besides, he really, really knew what he was doing.

"Does it matter where we're going?" Janet asked after blasting a guard in the face.

"No. This is just to clear this floor and make sure no one alerts anyone else." The floor was mostly empty, in comparison to the amount of rooms that were available to be occupied. It really did look like an office building.

"Any clue what they do here?" Peter shot a glob of webbing onto a guard's mouth, and then webbed him to the wall.

"Not sure. Probably handle the business side of Hydra." Barnes flung the shield against the wall and watched it ricochet and take out the three people down the final corridor on that hall. It returned to him promptly.

"Whoa. Pretty good with that shield."

"Yeah. Any one of these offices should do." Janet walked into one and immediately ignited her hands with bio-electricity. Barnes drew his handgun and pointed it at the lone man behind the desk. "Hands up."

"Don't shoot!"

"Who are you?"

"I'm… I'm the regional manager for this building. I oversee everything that goes in in the city," he replied shakily. He honestly looked like a desk clerk, not a hardened terrorist.

"Has Viper been here recently?" Barnes approached and pushed him to the floor. The man stood, hands still raised high.

He nodded. "Yes, this morning. She was here until this afternoon. She – ack!" Janet slammed him up against the window and pinned him there. For a woman who was only three inches tall, she was surprisingly strong.

"Where did she go?" she demanded.

"I-I-I don't know, she didn't say."

"You lying!" She blasted him in the mouth, drawing a stream of blood from his busted gum. "Where is she?!"

"I… wait." He stopped to think, and then realization dawned on him. "I remember now. She said something about –" He was abruptly cut short by his head exploding in a spray of gray matter and crimson blood. Janet screamed as she was covered in blood.

"Sniper!" Barnes yelled. Just then, Peter's Spidey Sense went off.

"Get down!" He pulled Barnes to the floor just a second before a bullet passed by where his head had been. "Parker to Quinjet, we have a sniper camping us!"

=_This is the Quinjet; do we have a twenty on the shooter?=_

"What the heck is a twenty?"

"Tell them I'm in pursuit," Barnes said. He stood and jumped out the window and crashed into the next building.

Peter raised his head to watch him crash through a window in the next building. "Whoa." He shared a glance with Janet, who was still gagging.

"Ew!"

"We need to back him up."

"No, we -ugh- need to find where Madame Hydra went."

"That can come _after_, he may need help."

Janet scoffed and flew out the door. "Are you coming?"

The woman was impossible. "Jeez." He sighed and followed her out.

* * *

Bucky stood in front of the desk, trying not to gawp in shock of the diminutive Van Dyne as she interrogated the manager. For as lighthearted, and cute, as she was, she had quite a mean streak. Not that there was anything wrong with that, but –

His thoughts and the manager's reply to the softcore interrogation were cut off by the man's head exploding. Bucky had seen wounds like that plenty of times. He had given out more than his fair share of headshots; it always meant one thing. "Sniper!" Van Dyne's screams prevented him from saying more.

"Get down!" Before he knew it, he was being tugged to the floor by Parker. A loud thud in the wall indicated that his life had just been saved.

"Parker to Quinjet, we have a sniper camping us!" He raised an eyebrow. Hadn't heard that lingo before, and he was pretty good at keeping up with it. His eyes glanced from the bloody Van Dyne to out the window, and he saw it. Or him; the sniper, dropping his rifle and turning to leave.

_=This is Quinjet; do we have a twenty on the shooter?=_

"What the heck is a twenty?"

"Tell them I'm in pursuit." Without any explanation or warning that he had seen the shooter, Bucky jumped to his feet and leaped out the window with enough momentum to carry him into the next building.

He crashed into a desk, flattening it completely. Shaking off the slight discomfort, he charged down the hall. The shooter already had a head start on him, but hopefully he was fast enough to catch, and surpass, them by going through the building, and then meeting them on the roof on the other side. He'd confront them then and figure out whether they were friendly or foe.

His eyes glanced upward and saw the shooter, blonde with a muscular build, zipping across the hall. He was easily as fast, if not faster than he was. "Shit," he cursed as he crashed through a door, shield first, and kept moving. He rounded a corner too quickly and sprinted briefly along the wall and hopped across a table to keep speed up.

He saw the shooter; in the back of his mind, he had a biting suspicion at who he was, but he pushed it further and further back. He had no desire or want for it to be true, no matter how much sense pointed toward it being so. Shield up, he crashed through a glass door and then a wooden door before vaulting cleanly over a conference table.

"Come on." So fast was he running that he couldn't stop before he crashed into and bounced off of a wall leaving a large dent from the bracing the impact. He grunted and burst through one more door before sprinting down the last hall before the roof. Just then, he could see the shooter drop down from the roof above him and roll to his feet.

With one more leap, Bucky crashed through the window, rolled to his feet and heaved his shield as hard as he could. The shooter stopped, turned around and caught it in his left hand. When he caught sight of who it was, Bucky's eyes grew to saucers. "Steve?"

Steve Rogers stared Bucky, the warmth of his blue eyes gone and replaced with a cold, dead stare. His face, normally filled with a smile, held only a stern, almost hateful grimace. Bucky didn't want to believe what Pym, Fury and Coulson tried to tell him. He just couldn't believe, refused to believe that Steve had turned. Reality was slapping him in the face.

Steve grunted as he hurled the shield back. Bucky mangled to catch it before it hit him in the stomach, but he was still pushed back almost ten feet. By the time he looked up, Steve was gone. He hurried to the ledge of the roof, but it was too late.

He was gone.

"He's in the wind," he reported. "It was Rogers."

_=Crap,=_ Sam cursed sharply.

A sharp sigh bristled through his nose. "I'm heading back. Where are you guys?"

_=The roof. You better hurry. Janet just dropped someone off the building,=_ Peter replied. His voice cracked and shook audible. Bucky sighed again.

So much for cute and lighthearted.


	8. Differences in Ideology

_**Differences in Ideology**_

As soon as Janet marched out of the Quinjet and through the gate into the base, Peter was hot on her heels. He still couldn't wrap his brain around what she did and why. He understood that she had just lost her father and she was still reeling from it. But everyone lost loved ones; and only the crazy ones ever started killing people because of it. She didn't come across to him as crazy.

At least, not until they found that guard on the rooftop en route to meet up with Bucky. He was dressed in black and dark green, in total contrast with the suit clad agents inside the building. He had intended on just webbing him up and leaving him for the authorities, but she had different ideas.

_Janet flew passed Peter and blasted the guard until he collapsed in a heap. Thin tendrils of smoke rose from his chest and face, the main targets of her onslaught. "Get up!" she snarled as she yanked him to his feet. "Where's Madame Hydra?! Where is she?!" The man gurgled softly. She shook him roughly._

_"I don't know! I don't know!" he insisted._

_"Liar!" She fluttered over the edge, hefting him easily and letting him dangle precariously._

_"Hey, stop. He said he didn't know," Peter said, trying to cool the quickly heating situation. His words fell on deaf ears._

_"Talk!"_

_"She never tells us which base she's going to, so no one can tell you! I swear! That's all I know, I swear!" _

_She let out a frustrated snarl. "Then you're useless to me." She let him go. The man screamed bloody murder, flailing his limbs uselessly as he fell. _

_"No!" Peter flew into action and fired several weblines under the falling man, constructing a net for him to fall safely into. Once he landed, Peter tugged on the lines, closing the net and then pulled him up. "What the hell is wrong with you?!"_

_She didn't answer him, and still didn't throughout the entire ride back to base._

He shook his head and followed her into Hank's lab. "Get the hell away from me, Parker!" she demanded.

"Not until you explain what the hell that was back there!" he demanded right back.

"I don't have to explain shit to you, so back off!"

Hank looked up from his microscope, bemusedly glancing between the two of them. "Hey, hey; what happen?"

"She threw someone off a roof!" Peter exclaimed.

"He had it coming!" Janet retorted in explanation.

"You almost killed someone!"

"He was just a Hydra agent, Peter! No one gives a flying fuck if he dies!"

Peter stared her down. "You can't just go around killing people, Janet."

She didn't back down an inch. "Says who? As far as I can tell, we'll be killing a lot of those fucks during this little endeavor."

He sighed. She lost her father, so he was going to be patient with her. "Says people with sense. Wanton killing doesn't accomplish anything."

She scoffed dismissively and waved him off. "Whatever. As long as the job is done, who cares how many get offed?"

"I do."

"Well, while your busy coddling the bad guys and making sure that they have fresh diapers and warm milk, I'll be out there doing my job, making sure Hydra pays for what they've done."

He stared at her in amazement. Pure, unrestrained amazement. For as much as he could appreciate and relate to her loss, her thinking was so completely self-centered. It was actually funny how unrepentently selfish she was being. "You… I… you know what? I'm ending this conversation. It's obvious you won't listen and I'm not too keen on wasting my breath." He turned on his heel to leave.

"Bye," she said sharply, with a note of abrasiveness that made his skin jump.

He didn't think she had it in her. He really didn't. When she was holding that guy over the ledge, he had assumed she was just being rough. The level of hate and anger in her voice and permeating off of her, he hadn't seen it in a while. It was dangerous, for someone like her, who seemed so without a care in the world. He had seen it so many times; hate and anger could swallow a person up, turn them into something so wholly opposite of what they were.

He knew the danger of succumbing to anger and revenge. He would tell her, if she would listen. Odds were she wouldn't.

He sighed and shoved his hands into his pockets. Without that talk from Uncle Ben just before he left for that wrestling match, he would have done the exact same thing she almost did. Who was going to be her Uncle Ben?

He found, not his answer, but Reed Richards tinkering with what looked like a power generator hookup to a power grid. Fury was standing over him, hand hidden within the pockets of his leather duster. Power and authority emanated from him like a thick smoke. Thick, choking and impossible not to see even from the farthest distance. Men, gods, and everything in between recognized his authority, whether they liked it or not. Not unbelievably, most didn't, but still yielded to it when it suited them. Like now.

Now, everyone who hadn't joined the Masters were looking to join with SHIELD; which could have only been the reason why Dr. Richards was there. It was nearly impossible to pry the man out of his lab otherwise.

"That should do it, Director," Reed said after tightening the final screw on a panel.

"And that will shrink the time differential to how much again?"

"One to two hour ratio, there to here. Are you sure?"

Fury nodded once curtly. "I am. My agents have been complaining all week, and I doubt we'll need that much time to prepare." Reed nodded and stood to leave. Before he did, he flashed Peter a smile and patted him on the shoulder. "Mr. Parker, what can I do for you?" Fury asked.

Peter grinned widely when greeted by the smartest man in the universe, which very well might not have been an exaggeration. In the same area with _two_ of his idles. It was like a scientific dream come true. "Hm? Oh. Oh, yeah." His demeanor changed rapidly to solemnity. "It's Janet. She tried to kill someone today."

"I know. Barnes told me." For a man with much on his plate, he didn't seem nearly as worked up about this as Peter thought he should have been. Actually, he wasn't worked up at all; the opposite, in fact. "So long as she follows mission parameters and doesn't go off on one of her teammates, I really don't care what vendetta she has against Hydra."

Didn't care. Was she just a means to an end to him, then? "So, what? We should just let her go off on killing sprees every mission?"

Fury whistled out a sigh. "Parker, I can tell you aren't familiar with the finer points of war."

Peter frowned. "No. What does that have to do with anything?"

"The moment, the very second, Zemo put a bullet in Stark's head, we've been at war. This goes beyond a normal, run-of-the-mill superhuman battle that you're accustomed to. This is war; and in war, decisions need to be made that help our chances of victory. If that means we need to cheat, like we are now by being in the Negative Zone, or kill, or maim, or torture to get information we need out of prisoners, then so be it."

"The ends justify the means," he spat. "I don't believe in a word of what you just said. If I can save the day while sparing some criminal's life, because they deserve another chance just like everyone else, then that's great for me. With great power comes great responsibility."

"Your responsibility right now, just like her responsibility and that of every cape in this building, is to save the world. I've done it. If you think that heroes like Iron Man, Captain America and Thor didn't do sordid acts when they needed to, your sadly mistaken."

Peter could have argued. He could have rebutted. He could have turned it into a full-blown ideology debate. He could have said something. But he didn't. Saying something would have just dug himself into hole that Fury would have buried him in. "I'm not a soldier; I'm a hero. I want to do this the right way."

"Then go ahead. But don't get up in arms about someone else doing it how they see fit, of _her own_ free will." Peter felt his shoulders slump slightly as Fury turned to leave. He hadn't meant to come off as preachy; but it was one of those subjects where it was unavoidable.

Janet was… he wasn't sure what she was to him, but being a murder wasn't it. He'd help her, if he could. And if she wanted him to. But, he doubted that she would. She was deadset on revenge, and he didn't think anything was going to knock her off course before it was too late. If it came to it, he would stop her before she finished Viper off. It wouldn't be popular decision, and it would have likely earned him Janet's ire, but if it meant saving her from herself, then so be it.

"You're a bit young to be an idealist."

His head snapped up and turned to the source of the comment. It was Jen, leaning casually on her shoulder against a doorframe. A pair of green eyes, partly obscured by dark green hair, gazed down at him from their high vantage point. Her large muscular, yet strange curvy, frame was barely contained in a pair of daisy dukes and a tight red plaid shirt. A lopsided grin touched his lips. "You're never too young to start believing in something. You heard?"

She nodded slowly. "Hard not to when Van Dyne is ranting and raving."

He inclined his ear, and sure enough, he could just barely hear her screaming. Likely at Hank, about him. He sighed. "Lemme guess; you don't agree. I should just get over it, right?" Because that seemed to be the general consensus as far as Fury and SHIELD was concerned.

She shrugged. "I guess I do," she replied softly. "There's not much else that differentiates us from them." Her arms folded tightly around her chest and a forlorn frown touched her face. For a moment, she looked exactly like how Jennifer would. "But, I'm a Hulk. Casualties can't be helped. Someone always dies when I try to do the right thing."

His smile fell away. He had heard that that was a major problem with super strong metas, but hadn't given it much thought beyond that. Seeing one before him being so broken up about it wasn't easy.

There wasn't anything one could say to make that seem better than it was without sounding patronizing. His hand lightly touched her bicep. The rock hard muscle tensed briefly before relaxing under his touch.

A small smile touched her lips.

He smiled back.

"Wanna get a drink?" she asked. For some reason, his heart started racing. She frowned. "Wait, are you old enough to drink?"

Damn. "Uh, um, maybe. No."

Her eyes narrowed. "How old are you?"

"Um, seventeen," he squeaked.

She smacked his hand away. "You trying to get me thrown in prison? God," she scoffed before pushing off the doorframe and striding toward the mess hall. "Come on, kid, I'll get ya a chocolate milk. If you behave, I'll let you have a piece of cake."

His eyes followed her figure as she walked away. His head sunk. Damn it. Why couldn't he have been born, like, five years earlier?


	9. Rolling Thunder

_**Raging Thunder**_

A day passed and what happened the day before was still fresh in Peter's mind. He was still planning on trying to help her through this; a friend was what a person needed most when dealing with things like this. He hoped she'd see him as a friend and not some preachy hippie guy going on and on about peace, love and tranquility. Even then, she had to want his help; else he'd be wasting his breath and her time in one fell swoop.

"Am I overreacting?"

Currently, he, Mockingbird and Spectrum were in Colorado, spying on a supposed deal that was supposed to be taking place in the next few minutes between Hydra and Iran. Fury and Hand suspected that nuclear armaments were going to be exchanged for assured safety, and wanted it stopped and whoever was sent by Hydra to be arrested.

"About?" Mockingbird was on her stomach, lying atop a hill with a pair of binoculars to her face. Her sights were trained on the road that was twenty yards away, and completely barren. The perfect spot for a back alley deal. To their backs were thick, lush foliage that led into an even thicker wooded area.

"About Janet killing."

He and Spectrum were just the mooks protecting Mockingbird, who was the only one running surveillance. "Ah. Yeah, you're overreacting." Peter frowned and folded his arms over his chest as he and Monica sat Indian style behind her. Somehow sensing this, she added, "Sometimes, you gotta do what you gotta do. Doesn't make you any less of a hero."

"Wish I could believe that."

Despite it being morning, it was dark. Storm clouds, black and menacing, loomed overhead. The occasional booming roll of thunder sent small chills up their spine. It wasn't exactly normal thunder; there was something… unnatural about how it sounded. It was louder then normal thunder, and almost sounded angry. As angry as thunder could sound, anyway.

"Why don't you?" Monica asked. A strong breeze swept her long braided hair across her face, making her sweep the errant bang behind her ear.

"Because, if I start offing all the bad guys I meet, then nothing will separate me from them. I'd be just like them, a killer." His shoulders slumped slightly. It was a path that he had to fight just not to think about, especially on bad days. Those days when his rogues just tried to piss him off and push him over that edge for whatever reason. Sometimes, he felt inclined to oblige and end them. That was when Uncle Ben chimed in his ear and calmed him down.

"The world isn't black and white," Monica responded quietly. "The difference between you and them is that you'll be saving lives. That's it. Many innocent lives for the price of one guilty one is a good trade in my book."

He knew the world was in varying shades of gray, but that didn't change his stance. He was already view as a menace in the eyes of almost everyone; if he started murdering, then what could he say to change that view? He waited for Mockingbird, to see if she had anything to add. She was too focused on the road. A black luxury sedan had passed by three different times, by his count. They could tell it was the same, since it had the same degree of tint on the windows and the small rims. "If the guy was threatening lives? I'd find another way."

"What if there isn't?"

"There's always another way."

"That's an idealist's outlook. Admirable, but wrong. There isn't always another way, and you may not have time to find it if there was before more people start dying." He heard her sigh. Her small, gloved fingers started picking at the vibrant green grass by her leg. "Look, I'm not condoning what the Punisher does or anything; just saying that you need to keep all your options open."

He shook his head. "Do you kill?"

"When I have to. But then, they taught us that at the police academy, so it's never been an issue."

"You're a cop?"

"Harbor patrol, in New Orleans."

He nodded appreciatively. "And you, Mocks?"

She rose an eyebrow at her new nickname. "All the freaking time."

He could tell that she was being sarcastic. "If I'm annoying you…"

The black car passed by one more time, this time almost at a crawl. Bobbi narrowed her eyes and adjusted the binoculars. The lenses shifted to an x-ray view, revealing three people, two men and one woman in the vehicle. Based on the body shapes, she could only recognize one of them; but the one made her swallow roughly. "You're not. It's that this isn't that big a deal."

"_Revenge_ killing isn't that big a deal?" he queried, incredulously.

"You didn't say all that," Monica muttered. "Who are you talking about, again?"

"Janet. You know, the short, cute Asian woman who hangs out with Pym and Lang all the time."

She smirked. "Right. We'd better talk to her then."

"Yeah," he agreed. "I just don't want her to do something she'll regret. I tried to talk her out of it last night, but she wouldn't listen.

"You care about her?"

"What? No." It wasn't until she looked at him with raised eyebrows that he realized what he had said. "I mean, I do, but I don't. I mean, I like her, but I don't like her like her. I mean, she's cute and all, and is probably really fun to hang around, but why would she even like a guy like me?" _Peter, please stop talking. _

Monica's smirk only increased.

"Gee, that car sure has been passing by a lot," he noted in an embarrassingly desperate attempt to change the subject.

The black car pulled over onto the side of the road. No one got out, but through the x-ray lenses, Bobbi could see the three people inside talking amongst themselves. Her eyes narrowed into thin slits. "Got one car, three people inside," she announced. As soon as she finished speaking, another car, this one more of the military variety pulled over twenty feet in front of the first one.

The three people climbed out of the first one. Bobbi sputtered softly. "Jasper?!" she hissed. Jasper Sitwell climbed out of the driver's seat, and adjusted his black tie while approaching the other car. He was flanked by two Hydra agents.

"Who's that?" Peter asked.

"That's Jasper Sitwell." There was an unmistakable note of disbelief flowing through her voice.

"How bad is he? Those are Hydra agents, right?"

"Yeah. He's a SHIELD agent. And he's dead."

"Wait, what?" Monica moved over to where Bobbi was and narrowed her eyes. "He doesn't look dead to me. But, is he undercover? He might have faked his death."

"He faked it," she agreed, "but he isn't undercover. He's a double agent, for them. And now he's about to make a deal for Hydra."

Double agents? Faking deaths? This spy stuff was more intriguing than the movies, books and games made it out to be.

A pair of Iranian men, both in military uniforms, stepped out of the car further ahead, and then walked to meet Sitwell and the two agents. One of them had a briefcase handcuffed to his right wrist, while the other was carrying an assault rifle. Bobbi removed what looked like a small radar gun and slipped an ear piece into her ear.

_You must be the representatives from Hydra,_ one of the men said in Arabic.

_We are. Do you have the codes as promised?_ Sitwell asked, getting straight to the point. Even if he couldn't hear what they were saying, Peter could see clearly that the two Hydra agents kept their hands by their sidearms. Sitwell was relaxed, almost nonchalantly so.

The other man produced a key from his pocket and opened the briefcase. Stacks of plastic cards filled the space inside. Sitwell picked one up at random and inspected it. Nodding, he replaced it back inside the case and closed it. _We have a deal?_

_Yes. Baron Zemo gives you his word that your country will remain unmolested during the final incursion._

_Excellent._ He unlocked the brief case and locked it around Sitwell's wrist. _Good day to you._

Bobbi removed the ear piece from her ear and tapped her comm. "Deal's been made. Strike team, move in!" Over a dozen SHIELD agents, all armed with heavy assault rifles, poured out of the wooded area behind them and sprinted down the hill. Some shouted orders for the five to get on the ground with their hands in the air, while others shot their tires flat so they couldn't escape.

The thunder above grew angrier and more volatile as Bobbi, Monica and Peter quickly walked down to the action. While Peter could appreciate their efficiency, he didn't think he heard them read them their Miranda rights while they were handcuffing them. He was pretty sure they had to do that. Yet, they didn't. Were they above the law, or something?

He supposed that they had to be, since the law could be a nuisance at times.

"Sitwell," Bobbi spat.

"Dr. Morse," he said with a despicable amount of cordiality. "Fancy seeing you and your," he looked Peter and Spectrum over, "friends here."

Mockingbird glared at him and jabbed him with one of her battle staves. Hard. Hard enough to coax an uncomfortable grunt. "You and your friends will be spending a long time in the Fridge together, _Jasper_." She emphasized by jabbing him with her stave again.

Despite his obvious uncomfortable state, he grinned. "You think these guys are the only friends I brought?"

Peter raised an eyebrow, but said nothing as his Spidey Sense flared urgently. It wasn't usually this painful, unless something really bad was about to happen.

Something really bad happened. Thunder roared above, and streaks of lightning arced down and lanced through the arresting SHIELD agents. Their screams cut off abruptly as their extra crisply bodies collapsed to the ground. Peter leaped back and got into a defensive position, as did Mockingbird with her staves crossed in front of her.

Spectrum stood her ground, but ignited her hands with almost blinding white energy.

Then, he arrived. As only he could.

Thor, God of Thunder, slammed into the ground, sending everyone tumbling to the ground. Dust and chunks of earth went flying in every direction, choking them and forcing them to take cover. "Curs!" he bellowed, pointing his magical hammer toward them. "You would dare attempt to ensnare allies of the son of Odin?! To do such is to beg my wrath! **Have at you!**"

Peter wasn't stupid. He knew that neither he nor Mockingbird stood even a joking chance against Thor. Spectrum, on the other hand, did.

He dove out of the way of a hammer thrust and landed neatly on his feet. "Mockingbird, get out of here!" he shouted. She nodded and sprinted toward the hill, where the Quinjet was waiting.

"COWARD! STAND AND FACE ME!"

The guy had a set of lungs; that much was certain. "Hang back, Spider-Man," Spectrum ordered. "I'll hold him off."

Peter didn't want to leave her behind. Thor was a force, more so than probably anyone else on the planet. "Okay. Be careful."

As Peter sprinted after Mockingbird, he made sure to drag Sitwell and the two agents behind him. It was an uncomfortable ride for sure, but they were bad guys so no one cared. "Hey, what's the deal with Thor? I thought he was a good guy."

"He is. Or was. I'm not really sure. Pym said that Hydra had them cut open about a week ago, that they were doing something to them. Maybe they brainwashed them?"

Cutting them open to brainwash them? Seemed to be a little overkill. "Maybe. But –" There was an explosion from behind them. The ground trembled and shook like an earthquake, sending them tumbling down. Streaks of white energy lanced through the air, nearly hitting Bobbi, had Peter not pushed her out of the way in time.

They both looked back toward the battle. Booming roars punctuated by deafening cracks of the thunder and near instantaneous flashes of lightning mixed with blinding white light lit up the darkened sky above them. Massive chunks of earth flew in a directions, threatening to smash into the two onlookers if they didn't keep moving.

Thor screamed out as Monica lanced blast after blast through his guard. "Think she's got this," he announced as he picked himself up. Bobbi made a thoughtful noise and narrowed her eyes. He quirked an eyebrow and turned back to the fight. "What?"

"Something isn't right."

"Well, yeah. Thor's a bad guy now."

"Not that. Something else about how he's fighting. He's slower and avoiding hand to hand."

Peter didn't see it before, but once he remembered watching all the Avengers fights on YouTube ad nauseum, he saw it as well. "Yeah, I see it."

She was about to say more when they both saw Monica gesture subtly toward them. "Get to the jet!" Peter swung his three passengers into the cargo bay and dove behind a seat. Thor screamed again as a massive, blinding flash of white light erupted through the landscape. Even though he was under the window, he could still see, and hear, the eruption.

"The hell was that?!"

"Solar flare?"

"Solar flare," Monica confirmed as she appeared in the Quinjet. "Let's get outta here. That won't keep him down for long."

Safety was only a temporary thing when fighting a god. Thor's hammer was pretty fast, as Peter learned first hand when teaming up with him a few months ago. Still, there was no sign of him on the radar. "Think we're in the clear," Falcon announced.

"Good job, Monica," Peter adulated.

"Did you manage to get anything out of him? Like what Hydra and the Masters are planning?"

Monica sighed wearily and took off her mask. She carded a gloved hand through her braids while responding. "No. But, I did learn something more important. Apparently, SHIELD wants to kill all superhumans."

That wasn't what Peter was expecting to hear. "Wait, what?!"


	10. Eye For an Eye

_**Eye For an Eye**_

"He's lying," Fury replied simply when confronted with what Monica learned from Thor. According to her, Thor claimed that his eyes had been opened by Baron Zemo when he had the other Avengers were told that the Masters opposed SHIELD because it wanted to rid the world of its superhuman population. Permanently.

Peter had no reason to believe that. Genocide was to far out there, even for someone like Fury. The man was morally ambiguous, not straight evil.

"Either that," he continued after a moment, "or he's being misled. Either way, it isn't true."

While hearing it directly from the head horse's mouth brought some comfort, he couldn't stop himself from wondering. Superheroes, and superhumans in general, weren't popular with everyone. It wouldn't have surprised him if SHIELD _did_ have plans to take them out if they ever became a problem. Maybe that was what he was talking about? "Well, that's a relief."

"Yes. If you'll excuse me, I have an agent to interrogate." Without another word, Fury stood from his desk and hurriedly walked out.

Peter and Bobbi shared a glance. "He was in a pretty big hurry to end that conversation," he whispered conspiratorially.

"He has a prisoner to interrogate."

"Yeah, but, he isn't going anywhere. I still have some questions I'd like answered."

"As far as we're concerned, the discussion is over." Peter turned to the source of the new voice. A blonde woman in a gray business suit and striped red shirt was standing in the doorway. Agent Sharon Carter, aka Agent Thirteen. "We have more important things to worry about than idle speculation. Understood?"

Peter nodded. It may have been idle to her, but it wasn't to him. If someone in the realm of peacekeeping was out to kill him, that was pretty high on his list of priorities. Still, they had more important work to do; and it wasn't like he didn't already have people out to kill him on a daily basis.

"You coming?" Sharon asked Bobbi. Bobbi nodded and followed her out the door. Peter watched them leave and thought about following them. While he had no desire to watch what was probably going to be a torturous affair, he felt that he had to. The guy probably had at least a few secrets worth sharing.

Peter walked silently toward the interrogation room and caught sight of the rest of his teammates standing against the wall across from the viewing window. "Guess you guys had the same idea."

"Yeah," Luke replied. "This guy might know something. He's a SHIELD agent right?"

Coulson, who was leaned against the wall next to May and Ward, arms folded, grimaced grimly. "He was."

"Agent Sitwell," Fury said after he sat down across from the rogue agent.

"Director Fury," he replied cordially. Hands folded on the table, as much as the magnitized handcuffs could allow, he looked like the picture of calm and collected. Almost too much.

"Let's cut to the chase. It's obvious now that you were the double agent feeding Hydra our secrets during our initial struggle against them."

He nodded, and smirked. "That's correct."

"You understand that you played a role in their deaths, correct?"

Again, he nodded. His smirk grew a little smugger. "Yes, I am perfectly aware of that."

"Can I ask why?"

"You can ask whatever you'd like. I don't have to answer you."

Fury shrugged. "Don't, then. I'll just send May in here and she can coax the answer out of you. I'm sure she's thrilled to learn that a close friend has been lying to her from the beginning."

Peter saw May's jaw tighten a little.

Sitwell shifted uncomfortably. "Fine. As for why, they were my orders."

"Not good enough."

He sighed and took off his glasses to rub his eyes. Or eye, as he didn't put any pressure on his right eye. Peter narrowed his eyes as he saw Fury shift forward. "Hydra and the Masters of Evil have plans that will bring this world into a new golden age. Things will be so much better under their rule than the way things are now. I want in on that."

Fury leaned back. "You're on the wrong side, son. What plans do they have?"

Sitwell smiled. "Says you. Their plans; Sentinels, lots of them; light years ahead of anything Trask could come up with."

"Those pieces of shit? Excuse me while I shake in my boots."

"Laugh all you want, but Mandarin knows what your team can do, thanks to their little show in Egypt yesterday. He'll be making adjustments."

"What else do you have?"

"Aliens, monsters, and a hell of a lot of supervillains on our side. Remember, almost half of them were broken out of the Raft last week. They all have a bone to pick with SHIELD."

"I know they do. But we also have plans. Plans that you can't stop because there's no one left to spy them."

Peter wasn't sure if he was bluffing or not, because he hadn't heard of any such plans.

Sitwell rolled his shoulders back and sighed. "You think that, don't you? Do you really believe that Hydra can't find out what you know." He learned forward and lowered his voice into a inaudible whisper. "They have eyes everywhere."

A second passed, and it seemed that Fury was just going to brush it off. That was, until he lunged forward and latched onto his collar. Everyone jumped forward, ready to step in before it got serious. Before they knew it, Fury pulled something out of his pocket and jammed it into Sitwell's eye socket. Sitwell screamed as a loud mechanical whirring and a sickly squishing noise echoed through the room.

Janet pressed her hand to her mouth and let out a sickened groan. "He's torturing him!" Peter shouted, "Someone stop him!"

"Wait." Hill interposed herself between the antsy heroes and the door.

The whirring and screaming stopped once Fury removed the device from his eye socket. A bloody eye was trapped within the claws. "You're too clever for your own good, Sitwell," Fury said coolly. He inspected the eye, for a moment. He craned his neck down toward it, as if trying to get a closer look at something in it, and then cursed. After pulling something off of the eye, he cursed sharply again, and then slammed Sitwell's head into the hard metal table. The sickening thud made Peter's stomach do back-flips.

"We have a problem," Fury announced after exiting the interrogation room. Medics marched in after him, medical kits in hand.

"You're damn right we have a problem," Scott all but yelled. "You just tore a man's eye out!"

"What, do you just ignore people's civil liberties when it suits you?!" Jennifer followed.

"This ain't right Fury, and you know it." Luke crossed his arms over his barreled chest.

Fury put his hand up to cut off any further commented. "I had good reason." Without further comment, he tore the eye open. Janet gagged and hid her face in Henry's chest.

"What is that," he asked while massaging her upper back.

Fury held up a tiny, red piece of plastic. "A tracer. There was also a camera in there, as well." He crushed it in between his thumb and forefinger. "That's not all." In his free hand, he held up what looked like a colored contact lens.

Coulson raised an eyebrow and took it from him. "Why would Jasper need to wear contacts?"

"Colored contacts," Bobbi added.

Peter walked over to inspect it for himself. It was brown, which was already Sitwell's natural eye color. Why would he need to where a colored contact that was the same color as his regular eyes?

Coulson's eyes widened. "To hide his true eye color." Fury nodded gravely.

He was at a complete loss. "Am I missing something here?"

"Loki had a scepter that could take over people's minds. It turned their eyes blue. This contact was covering the entire front side of his eye; there was no way I or anyone else could have seen in with his eye still in his head. Only when I tore it out and looked at it closely did I see it."

He remembered seeing Loki blast stuff with his staff, but didn't know he could brainwash people with it also.

"Sir, he said that Hydra has eyes everywhere," Ward pointed out. He, nor any of the other agents, seemed to be affected by what they had just seen. "I don't think he was talking about cameras."

"If Hydra has Loki's scepter and is brainwashing agents and putting cameras in their heads, who knows just how much Hydra has seen." Bobbi ran a hand through her hair.

"And we'd never know about it. Shit. Ward, bring Fitz up to speed and have him analyze this camera; see how old it is. Hill and Hand, round up every single SHIELD agent here and have Fitz and Simmons check them over. We aren't proceeding until I'm sure that everyone here is either clean or has their surveillance equipment disengaged."

"Yes, sir," they said at the same time before walking off.

"What about us?"

"Rest up. Briefing is at noon tomorrow for your next mission."

Fury stalked away, leaving the New Avengers silent. Hours ago, Peter thought that this spy work stuff was intriguing. Right then, after hearing that SHIELD may have been infiltrated by Hydra, not so much.

"Son of a bitch," Barnes barked sharply.

"Hey," Bobbi touched his flesh arm lightly, "it'll be alright."

"Yeah? Did you not hear what was just said? Do you know what that means?" He breathed angrily and looked at the rest of them. "Do any of you?"

"So we gotta clean out the bad guys. Shouldn't be too hard," Luke mused.

"It isn't that simple. If there are more double agents –"

"Isn't it," Danny excogitated. "It shouldn't be too hard to detect the hardware for eye cameras and tracers and colored contacts."

"Hydra isn't stupid," he spat in reply. "They won't put all their eggs in one basket."

"What exactly are you saying?"

Peter glanced from Danny, who was frowning thoughtfully, to Barnes, who was breathing heavily and looked like he was barely containing himself.

"SHIELD may be compromised. Everything we've planned and are planning may be compromised." His eyes cut toward Bobbi and Sharon. "You two know what this means."

"Insight," Sharon whispered.

"Insight? Yeah, we could use some of that right now." Danny sighed and teased his hair.

Sharon glanced sharply at Bobbi. A tense moment passed before all three agents abruptly walked off hurriedly.

Peter watched them leave with a bemused tilt of his head. "Anyone else get the idea that they aren't being totally straight with us?"

"This is SHIELD," Hank said. "Their secrets have secrets. They live in the shadows, and they aren't alone."

Janet escaped his grasp and rubbed her face. A half frustrated, half weary sigh breezed from between her barely pursed lips. "What do you mean?"

He just looked at her, then the others, and then turned and walked back to his lab.

"I hear cloak and dagger is in this season," Scott joked half-heartedly.

"I don't like it," Luke said. "I don't like being kept in the dark.

"Get used to it," Scott replied. "As long as we work for or with SHIELD, or whatever the nature of our deal is with them, we're on a need to know basis." He also turned away, but didn't leave right away. "I don't think I want to know what they're hiding anyway."


	11. Power Play

_**Power Play**_

Viper tsked and clicked off the viewing screen. "They found it."

Baron Zemo, hands clasped behind his back, hummed softly to himself. "'Twas only a matter of time. Then again, you putting him under the scepter's control was a bit much."

Loki's scepter, gold and bronze with the shining blue gem at the tip, rested in her gloves hands. She twirled it around her fingers for a brief moment and glanced at Zemo before setting it down on a table beside her. "Call it an extra precaution. Nevertheless, we have what we need."

"Do we?" he questioned. "All we know is that they are in one of 41 bases." He gestured toward the radar display on the holographic map in the center of the room. It somehow showed 41 different pings from the tracer planted in Sitwell's eye. "Which one, I don't know. I want them found before they can cause us any more trouble."

"We won't be able to search through 41 different bases before then. They already know that Hydra is onto them; they'll be more careful with their plans."

Zemo rubbed his chin and rested his eyes upon the map. "What did you see, exactly?"

"Nothing of import. Fury was smart enough to curb the talks of his plans when around lower level agents. I couldn't get to any other high level agents." She approached and placed a hand gently on his shoulder. "I can order missile strikes on their bases. That should flush them out; if not, then we'll narrow it down until they're cornered."

He pondered it over for a brief moment, and pondered why her hand was on his shoulder even longer. "Make it so. How long before the first launch."

"Fifteen minutes."

He nodded and watched her leave. Alone, he placed his hands behind his back and paced the room silently.

Viper strode down the hall, alone until she was flanked by a Hydra agent. "Madame, we've received word that Fury is calling for a screening of all his agents to find more of those carrying the eye cameras," he reported.

She smirked. "He'll be sorely disappointed. Tell the fighters to initiate protocol 3463. They have fifteen minutes."

"Yes ma'am! Hail Hydra!"

She nodded and continued walking down the hall, until she reached and entered an abnormally large room. Amora was sitting casually in the only chair in the room, an immaculately crafted throne from the finest woods in Asgard. Two dozen silver and gold pillars flanked by an Asgardian soldier led the way from the door to the throne. At her feet, giving them a gentle massage, was Thor himself. "Viper. To what do I owe this visit?"

Viper considered the scene taking place before her with an amused smile. "Nothing. I was just checking in to see how things are doing." She clasped her hands together in front of her. "And to see how everyone's favorite prince is faring."

Amora smiled. "Ah. Thor and I are faring quite well. Very well." She flashed Thor an impish smile and ran her hair gently through his blonde locks.

"I thought as much." They tended to be fairly loud at night. "Before I go, I should tell you that we'll be making our final push very soon. We will be moving out of the shadows and into the light."

Amora inclined her head back and into Viper's green eyes with her own. "We are already in the light," she pointed out.

Viper just smiled. A fang-filled smile that would have sent chills up Amora's spine, had she not seen the same from Loki. "Yes. Yes, you are, Amora," she said cryptically. She turned to leave.

Amora watched her closely with narrowed eyes.

"Does something vex you, my love?" Thor asked.

Amora felt her divine jaw set ever so slightly. "Aye, love. I believe there is something." Mortals.

* * *

Peter hadn't seen anything as advanced as the eye camera before. Even in all his dealings with Norman Osborn and Oscorp, he hadn't seen anything like this. The camera was small, no bigger than a fly. All the components inside it were embarrassingly simple. He doubted that he'd have much trouble replicating something like it on a larger scale, even on his skin tight budget.

Agents Fitz and Simmons conducted some chemical tests, and determined that the camera was several years old. That made Fury curse sharply and pace impatiently around the lab. "He's seen so much," he barked. "For years! Was he ever actually a SHIELD agent!"

"No sir. I don't think he was," Fitz said quietly. Fury's look said that that was a rhetorical question. "Sorry, sir."

"Five steps forward, ten back." He shook his head and continued to pace around the room.

Peter watched him. Confusion was evident. "Alright," he said, "just how many of these eye camera guys are there?"

"That's the problem. We don't know. We won't until Fitz and the rest of our scientists scan them. Then, there's the issue with Loki's scepter. Who knows how many agents Hydra got a hold of and poked with that thing."

The more that was revealed, the higher the odds seemed stacked against them. He had been in this position plenty of times, so he was going to lose his crap now. "We'll figure this out," he said in an attempt to boost morale.

"We'd better. This is our one shot to get it right. After this, it's all over."

Peter sighed. So much for optimism. He supposed that it was the nature of the beast in this game. So many things happened at once, a lot of them negative; staying upbeat and positive was next to impossible. That was what made Captain America such a pillar. He never let anything get him down; he always tried to see the positive outlook in everything.

All he had to do was see the positive outlook in this. Now then… the positive outlook… It was around there somewhere. "Um… since they've seen what we've been talking about, that means that they know our plans, right?"

Fury looked at him strangely. "Depends on who's seen what, but I suppose yes."

Okay, so far so good. "Since they know our plans, they probably think that they know what we're going to do. So, let's do something so off the wall that they'll never see it coming."

Fury rubbed his goatee. "Off the wall. Like?"

"Instead of being reactive, we get proactive. We start attacking their assets. Sitwell said that they have Sentinels; I propose that we attack their factories and destroy what supply that they have. They have Extremis? Let's raid their labs, destroy their supply. Then, once their army has been depleted, we attack with everything we've got."

He's was almost completely positive that that was the plan already, but it probably needed reiterating.

"That's the idea. Time to fast forward our plans, then. Hit 'em hard, fast and don't leave anything standing." Fury nodded and pulled out his phone. Before he could even press the screen, Hill came sprinting into the lab.

"Sir! Hydra is bombing our bases!" she screeched.

"What?!" He tapped his comm. "Coulson, talk to me. What's going on?"

_=They've just nuked twenty bases in the last minute. At this rate, there won't be one left in the five minutes.=_

"Son of a bitch! Hill, order a full scale evacuation from the remaining bases if they haven't already!" He started to run out of the room, but stopped and looked at Peter. "Off the wall, right, Parker?"

Just when he thought the potential horde of double agents was the main issue. If all the bases were destroyed, then they'd be stuck in this dimension. But, it sounded like Fury had an idea. "Yeah, off the wall."

He smirked grimly, if such was even possible. "Then pack up. You and the other Avengers are out of here."

He sputtered. "Wait, what? But, what about you guys?"

"We'll be stuck here. Hydra is forcing our hand. They're trying to flush us out, and that's partially what we'll do." He stopped to give the order to the others on the team, as well as Pym. "You all will leave, but we'll stay behind. If I assume correctly, Hydra will spend most of it's energy making sure I'm dead. They'll never see you guys coming until its too late."

"And when they realize that you're not, then what?"

"Don't worry about that. I've got that taken care of."

They'd have to move fast. They attack the first Sentinel factory and the Mandarin would know that something was up. Then again, brute strength may not have been what was needed. "Okay. I think we can handle this." He hoped.

"The Quinjets have a cloaking mechanism designed by Black Panther. He'll be going with you, to give you even more help. It'll be touch and go, since the base will likely be about to be nuked, if it's not already, so move fast. Good luck."

Peter nodded and sprinted out of the room. He nearly ran into Hand. "Vicki!"

Despite the chaos happening right them, with agents and heroes alike sprinting all around them, she had the nerve to be offended. "I told you not to call me that, Parker."

"Okay, Vic. Are you coming with us?"

She rolled her eyes and shoved a briefcase into his chest. "No, I'm staying here. Give this to Barnes when you're safe. You guys will be needing it when you go public."

He raised an eyebrow. "Public?"

"Public. Good luck." She walked off, disappearing in the throng of frantic SHIELD agents.

Peter didn't have time to think about what she meant, not that it needed that much thought, or to think about what was inside the case. Maybe it was a bomb or some kind of high-tech gizmo Fitz made for Barnes.

Why not just give it to all of them, if that was the case?

"Gotta go, gotta go." He didn't unpack, so gather his things meant stuffing his suit in his bag and sprinting out into the hall. He ran up along the wall to avoid a huge bottleneck of agents clogging the hall.

"Janet, we have to go! Just pick one and come on!" Hank yelled from his lab. Peter skidded to a halt and peeked inside. Hank had just closed his briefcases and was handing a metal helmet to Scott while Janet was kneeling in front of a closet, a purse in each hand.

"How can you possibly expect me to choose between Louis Vuitton and Dooney & Bourke?! How?!" She looked pensively between the two before very reluctantly choosing the white purse. "Goodbye, Doon– Gah!" Hank grabbed her arm and pulled her to the door. "Scott, do you have to the suit?"

Scott was struggling to juggle his suitcase and helmet and hold his young daughter's hand. "Got it."

"Good."

The others were already rushing through the dimensional gate by the time he arrived. He wasted no time in passing through himself into the SHIELD base.

_=–EPORT TO THE NEAREST EVACUATION STATION! THIS IS NOT A DRILL! I REPEAT, THIS IS NOT A DRILL!=_

He wasn't joking about touch and go. As soon as they took off due South, two jets from the West fired five missiles on the base. The explosions were deafening. It was the closest he had been to what could probably be considered a warzone.

Debris and fire exploded out of every shattered window and every crack in the brick and mortar that kept the building standing. Black smoke billowed skyward, choking out completely what little sunlight was peaking through the murky clouds above. Just under the roar of the engine, he could hear screaming. Frantic, barely restrained panic below that was merged with calm, authority for a select few.

He couldn't watch anymore. All those people, dead. For what? For trying to stop them from killing even more people? He couldn't understand it; he didn't think he wanted to understand it.

They killed and killed and killed. They were killed, and they killed back. It was a never ending cycle that didn't go anywhere, because for every step one took, the other pulled them back to the start and rushed ahead, only for the first to pull them back and rush ahead.

It was a never ending game. That was all it was, when it came right down to it. It was a game that no one would ever win; either because everyone playing would be dead or the eternal struggle between two sides of the same coin would never surrender.

SHIELD, Hydra; two sides of the same coin. They weren't the only currency.

There was them, the New Avengers. They were the force that could tip the fragile balance between good and evil either way. This was their chance. This was their chance to end the fighting, end the violence, end the never ending cycle of back and forth between SHIELD and Hydra once and for all.

There was no going back, only forward. Back meant failure, and that wasn't an option.


	12. Setting Out On Their Own

_**Setting Out On Their Own **_

They arrived at one of Bobbi's safehouses in Austin, Texas hours later. It wasn't big, but it was enough for them to sit and wait until they moved to strike the first Sentinel base.

_"…authorities in New York report multiple explosions fifteen miles outside of Albany. This, along with reports being gathered over the last twenty minutes, brings the total number of separate attacks to 41. We aren't sure if these attacks are related but we'll bring you more information as soon as it's available to us…"_

Every channel had more of the same. All the news was talking about were the multiple missile strikes on United States soil. Multiple nations were quickly scrambling to inform that they had nothing to do with them. When news came around that other nations were struck, it became quickly evident that Hydra had to be to blame.

Peter could only hope that they stayed out of it. Going up against Hydra, and the Masters of Evil and the Avengers, was essentially suicide for any normal soldier. Throw in who knew how many supervillains they had at their employ and it was a fool's dream to depend on the world's collective war machines to make a dent in them without making a huge one in themselves.

It was up to them. Even then, they didn't have the power to handle all that was stacked against them. Dozens of supervillains, hundreds of Hydra agents, Sentinels, Extremis, aliens; "Crap."

"It's bad, I know." Rhodes sat on the sofa, arms across his chest and the briefcase that carried his armor by his feet.

Peter was more than hoping that he had experience with odds being stack way high against him. Military experience or working with Stark or something. _'It's bad, I know,'_ was all he said.

Great.

"I've had bad," he replied. "This is worse." He wouldn't have been surprised if most, if not all, of the Sinister Six and the rest of his 'buddies' had already joined up. It wouldn't have been a typical day if one of them didn't strive to make his life hell. It was bad enough when they had Oscorp backing them; with Hydra, he didn't want to think about how powerful they had become.

"I've seen worse," Bucky stated quietly. "WWII. The Nazis, and Hydra with them, were on the fast track to taking over the world. It seemed that we had our backs against the wall. And we did for a long time. Until –"

"Captain America," he finished.

Bucky nodded. "He wasn't involved in every battle, but just hearing about him rallied the Allies until they beat the Nazis back into the little hole they crawled out from. Now, it's our chance to finish the job with Hydra."

He sounded pretty knowledgeable about the war. "It won't be easy," he pointed out.

"Never is," he replied. "Nothing worth anything ever is."

"I don't know; air's pretty easy to come by."

"Air is free, so my point still stands." He smirked and leaned back into his chair.

Wait, did he just tell a joke? He was pretty sure that that was a joke. Now, that made two of the more pent up, uptight members with secret, deeply hidden senses of humor. "Yeah, you're right about that."

"It's all about chipping away as quickly and quietly as we can," Danny said. "Cut off their resources, and leave it as just them versus us. That's the only chance we have."

"So, Sentinels first, then Extremis? Then the supervillains, Avengers and finally the Masters and Hydra?" Peter posited. It would have to be hit and run. Very, very hit and run. Once they made their second or third move, they would be nipping on their heels within hours. He didn't know what kind of tracking technology that they had on their disposal, but he was confident that it wasn't on par with SHIELD's. He hoped.

"That's about as good as we can make it right now. What we need to figure out is how to shut down their factories without them finding out until the last moment." Rhodes tapped his chin in thought.

"A virus." The mysterious figure known as Black Panther had been sitting quietly in the corner the entire time. Peter had completely forgotten that he was even there. "Sentinels are advanced pieces of machinery; more so once the Mandarin adds his own signature to them. But they are still machines, with computers acting as their brain. Computers can succumb to viruses as easily as we can."

Peter nodded in complete agreement. He had been thinking along the same lines, but had no idea how to go about making one. "Can you whip one up and how long will it take for you to make it?"

"Yes, and I already have." He held up a flash drive. "We will need to find the central hub that will be giving them their orders. We infect the roots, and all the leaves will die."

"More than likely, it won't be at any of the factories," Rhodes commented.

"Maybe it's wherever their holed up at," Luke suggested.

"More than likely." Panther stood and walked to the mantle. "We will have to find where it is, which, after their finale with the Avengers, I have been unable to do."

That was another problems added to many others. Neither side knew where the other was, but one side had all the advantages. "Any ideas on how to go about finding them?"

"We could ask real nicely," Luke joked. Growing serious, he paused for a moment. "Any way we could track them through satellites or something?"

"I could from my palace in Wakanda. But they likely have several eyes and ears all over it. It wouldn't be safe for long."

Damn. There went his hope of using a palace as a base of operations. "Tracer, maybe?"

"We'd have to not only run into one of them by chance, but take them out long enough for us to plant it on them," Rhodes said.

"And in a way that Hydra's tech wouldn't pick it up," Danny added.

"Nanotech? Is that a thing a reality?" Peter suggested.

"It is," Bobbi answered. "SHIELD has saline solutions laced with nanites designed to track and listen."

"Please say that you have some on you?"

She grinned and pulled a syringe out of her bag.

"Awesome!" He took it from her and held it up into the light. It looked like a regular clear serum.

"Who are we going to plant it on?" Monica asked.

"Whomever we run across, I suppose," Bobbi answered.

"Meaning that we'll have to carry some on us, all of us, at all times, on the off chance we run into them," she countered. "Because, if I were them, I wouldn't leave my cave and would leave all the work to the goons."

"Intel from SHIELD said that Mandarin moves from facility to facility checking in on things. If we're going to take the plant it on a random encounter, he's the most likely candidate." Bucky folded his arms. "The problem is getting him down and out long enough to plant some on him. He's one the most dangerous."

"More like living long enough," she muttered in reply.

"That too."

At that, Janet perked up. "Wait! I have an idea." With no further explanation, she snatched the syringe out of Peter's hand and ran into the back of the house, where Dr. Pym had set up a makeshift lab.

"Um. That happened. Should we find out what she has planned."

Bucky shook his head. "Parker, somehow, I don't think I want to know. So long as she doesn't do anything reckless and stupid, it doesn't really matter." He shook his head again and looked at Bobbi. "Is there any way we can run surveillance? Maybe tap into one the satellite networks from here."

She nodded and pulled her laptop out. "It'll take a bit, but I should be able to tap into it. We waiting for Khan?"

Bucky paused, brow creased in thought.

"We can't, can we?" Monica intoned.

"No, we can't," he replied. "Do recon on the one nearest here. There's one in Texas, right?"

"Just outside of Dallas."

They fell into silence, the only sound audible being the tap of Bobbi's fingers striking the keys of her laptop.

Peter, for as easily as it would have been to hang his head and dwell on how wrong things were going, stayed positive. As soon as Bobbi found and checked out the factory in Dallas, they would be on their way to shut it down. If Mandarin was there, then they could tag him and find out where they were hiding. If not, then at least they would be doing the X-Men a solid.

They had all fallen into a semi comfortable silence when Jen posed an important question. "What if he has one of the Avengers with him? What do we do?"

It took him aback. He hadn't thought about that in all the riveting excitement of making plans. "I… I don't know. Do we even know what Hydra did to them? They were cut open."

"I think I know," Hank stated. His face twisted into a disgusted grimace. "I wish I was wrong." T'Challa motioned for him to continue. "When Janet and I spied what they were doing, they had several of them in pieces. They obviously reanimated them, and I believe they did it by turning them into cyborgs."

A hushed silence blanketed over the team. No one said anything for several minutes. "Like robots?" Luke finally uttered quietly.

"No," Peter answered. "Robots are fully mechanical. Cyborgs are only partially mechanical. Dr. Pym," he turned to Hank, "are you sure?"

"Positive. They were doing test on computer chips, and had cybernetics ready for at least Barton, Drew and Maximoff."

Speaking of Maximoff, they sure could have used Quicksilver right about then. If only for numbers.

"That explains why Thor was so clunky and slow," Monica commented.

"Clunky wasn't the first word that sprang to mind when I saw him," Peter said. "Or the second or even third."

Monica folded her arms across her chest. "Even still, if they're weaker than they were before, that's a huge break for us. If they computer chips controlling their moves, then that means that we can take them with only a short fight, just long enough for me to fire off an EMP. Which won't take long."

"You can do that?"

She smirked and swept a braid behind her ear. "I can do a lot of stuff."

Okay. After that initial scare, things were starting to move forward again. This obstacle was starting to look less and less insurmountable.

"Okay, we deactivate the chips, then what?" Barnes stood and walked around the sofa toward the screen door leading to the backyard. The sun was being to dip down toward its dusk descent.

"The brain is incredibly difficult, almost impossible to reanimate postmortem. It's likely that the chips aren't just controlling their actions, but also their bodily functions," Hank surmised.

"Meaning, they're technically still dead." Luke cursed softly. "Those sons of bitches."

Danny stood and started pacing. "Once we fry those chips, it's over for them."

"Can't you heal them, or something?" There was something in Barnes' voice that sound almost like desperation.

"I can. But I can't bring them back to life." He then smiled reassuringly. "But, you have to remember, this is all just speculation. We don't know for sure. And probably won't until we get our hands on one of them."

Barnes just nodded and turned away from them to look out the window. He eventually stepped outside. Bobbi started to follow him, but Sam stopped her. "I got this. You guys keep planning."

Peter watched him step outside and approach Barnes. Even if he wanted to be a fly buzzing around to get a sense of what was going on in the Winter Soldier's mind, he knew that it wouldn't have been right. When he was ready to open up to the rest of them, he would have to eventually; they were all they had right then, and secrets, no matter how seemingly small, weren't good to keep hidden.

A/N: Hope you're all enjoying the story so far. Don't forget to review! :)


	13. An Army of Iron Soldiers

_**An Army of Iron Soldiers**_

It was nearing dusk by the time the Quinjet reached the Sentinel facility a few miles outside of Dallas. Red, purple and orange swirls mixed artistically in the sky above the several story brick building. Light gray smoke billowed upward out of the multiple smokestacks along the outside of the building.

The facility was surrounded by several large, rolling hills that were too green to be real. X-ray scanned showed that they weren't, but carried hidden gun turrets. In addition, multiple purple and deep red Sentinels, each in excess of fifty feet in height, were guarding the perimeter and roof.

"Seven in total," Rhodes reported.

Falcon had landed the Quinjet, cloaked, 200 meters from the facility ten minutes prior. They spent that time coming up with some kind of strategy. Without SHIELD's intel to help guide them, they had to resort to doing what most of the heroes prevailed in, flying by the seat of their pants. At least they had schematics of the building to help them fly in the right direction.

"Monica, get their attention. Parker, you, Van Dyne, Walters and Black Panther sneak inside while she's running distraction and dismantle the factory," Bobbi ordered.

Monica nodded and quickly flew out of the jet toward the building. Immediately, the six hidden gun turrets erupted from their holding place and opened fire of her. She nimbly avoided fire, twisting and weaving her way through the air.

Five of the seven Sentinels noticed her and immediately opened fire.

"Isn't that going to be too much?" Janet asked, concern evident in her voice.

_=Nope.=_

Five white beams lanced from five different areas and tore through all but one of the gun turrets. Jennifer quickly smashed her fist through the last one and then followed after Black Panther through the fence leading to the east half of the facility grounds. Soft explosions and laser ordnance lit up the dusk sky as the guarding Sentinels tried and failed to hit their speedy target. One by one, large beams lanced through their titanium shells, rendering bits and pieces inoperable until the entire machine collapsed from the sky.

"Huh."

Alarms blared from the klaxons attached to the side of the building. "Crap. So much for sneaking in," Peter said with a sigh.

"Perhaps still," was all Black Panther said in reply. Heavily armed with taser sticks and rifles and dressed from head to toe in heavy orange and red battle armor, dozens of human guards poured out of the east entrance and sprinted to where Spectrum dispatch the final Sentinel. "Now." They sprinted inside, leaving Spectrum and the others to defend against the mechanical and human resistance.

Their mission was a simple one. Sneak inside and destroy the machines used to piece the Sentinels together. Peter didn't smash, but then, he didn't have to. They didn't have THE Hulk, but She-Hulk was just as good, if not better. He-Hulk wasn't very pretty and probably smelled. Jen was and didn't. So very pretty.

The halls were empty and, other than their footsteps tapping against the ceramic tiles, quiet. Shouts and orders could be heard from the adjacent halls. Whatever guards that were still in the building either didn't know they were there or weren't concerned at the time, as Monica and the others were, apparently, the more pressing matter.

"Be wary," T'Challa warned. "If they are leaving us be, then there must be alternate security for us to worry about."

Peter didn't bother hoping that it would be a cake walk. With as close as they were to breaking through against Zemo and his buddies, he wouldn't have put it passed Mandarin to have beefed up his security, if only out of paranoia. "More Sentinels?"

"Perhaps."

If Jen was going to be busy smashing up the machinery, that meant that the rest of them would have to handle the completed robots. Looking at the three of them, they were going to have a tough time taking out one, let alone multiple.

"That'll be an issue," Jan uttered.

"An issue that needs to be dealt with."

An issue they were going to have problems with. Along the wall, signs reading 'Arm Attachment' pointed them deeper into the maze of a factory. Peter's Spidey Sense was silent so far, but he already knew that it wouldn't stay that way.

Minutes later, it buzzed. "Guys, we got trouble."

Two conveyor belts sat in the center of the area labeled arm attachment. Pieces of steel molded and twisted into the shape of human torsos were rolled at a quick pace down the conveyor belts. Mechanical arms carried the bare, almost skeletal, arms to each torso and attached them before moving on to the next one. Dozens of half completed Sentinel bodies moved down the conveyor belt each minute.

Peppered in between the two assembly machines were a dozen guards, each armed with with assault rifles or large cannon like guns with glowing green modules running down each side. "Scatter!" Janet yelled as they all opened fire.

Bullets and green laser beams zipped through the air, very nearly hitting the three slower Avengers. Peter wasn't in any danger, thanks to his speed and Spidey Sense. Weaved and ducked around, under and over each ordnance with as much as a normal person would weave around a row of chairs. A pair of weblines shot from his webshooters and attached to a pair of guns. A flick of his wrists sent the guns lying from their hands, allowing T'Challa to embed a pair of glowing purple knives into their foreheads.

Peter sighed, but decided not to say anything right then.

"Hey! You plan on scolding him too, Mr. Thou Shall Not Kill?" Janet weaved in between three guards, shooting one in the face until he fell and diving down as the two others fired, making them hit each other.

Pester sighed again and drop-kicked another pair of guards. "Not now."

"Sure, later is fine. You'll need plenty of time to get your anti-killing rhetoric together." She blasted two more and then landed on his shoulder.

More purple knives flew through the air and dropped the remaining guards. "Is there a problem?"

"Nope! No problem whatsoever," Janet reassured with sickeningly fake bubbly cheerfulness. "But Spidey here has to have a talk with you when we're done here." She patted Peter on the ear and flew away.

The sound of metal being torn apart sand machinery being smashed flat interrupted whatever reply he would have had. In the time that elapsed between their arrival in the area and right then, Jen had completely dismantled the conveyor belt in the area and tossed the incomplete Sentinel skeletons all about the room. "And done!"

T'Challa took a brief moment to kneel down and inspect one of them. Several thoughtful sounds escaped him for the brief moments he took to look it over. "This isn't the same design as the others. It's more advanced. Much more advanced."

"He managed to change his gameplan up that quickly?" Jen asked.

T'Challa didn't answer until they were already en route to the next assembly area. Several guards intercepted them, but were dispatched easily. "It seems that way. I just find it hard to believe that he managed to find the new materials within two days."

"Meaning? He planned on switching them up anyway?"

"I believe so. Which changes nothing as far as we're concerned. But I am concerned about what else he has in the works here."

Just when it seemed that things were starting to clear up, it all got murkier.

Leg Attachment was more of the same. Peter, T'Challa and Janet handled the guards, while Jen destroyed the two leg attachment conveyor belts. Rinse, repeat. It was what made missions like this tedious. Face punching was always fun, but the situation was making him antsy.

"Someone call the Mandarin!" one guard said before he received a knife to the eye.

"He's already he–!" someone tried to answer before being webbed up.

Mandarin was already here? He stole a glance at T'Challa. "Here's our chance," he said warily.

"Indeed. Does anyone have the tracer solution?"

"I do!" Janet said excitedly. He was definitely sure he didn't want to know what she was so happy about.

"Good." He moved like, well, a panther as he weaved around gun turrets and gracefully planted knives in any guards he danced around. Bodies fell in heaps around him, but he gave them no thought.

How could he do it? Just kill without a second thought. They may have been bad guys, but they were still people. They had lives, families. Even if they were on a mission, and even if they had barely any time to think before Mandarin caught wind of them being here and zapped them all to oblivion with his super magical bling, none of it sat well with him.

The last section, Armor Fabrication, was the largest. It had three times as many machines as the other two sections, and it had a massive metal container running along the walls, which he could have only guessed was where the completed Sentinels were held. Push came down to shove, they would fight them as long as Jen needed them to. They weren't necessarily the sturdiest machines, if how easily Monica dismantled one of them was any indication.

It should have been a dead giveaway when there weren't any guards patrolling this area, like there were in the other two. Unfortunately, Peter didn't think to suspect that something was up until his Spidey Sense went berzerk. "The Mandarin?!" He hopped on a wall, just above the metal doors of the container. Those doors opened, releasing a single Sentinel. But, this was far different than the comes outside. It was smaller, about thirty feet as opposed to fifty, and jet black with a scale like material serving as its outer shell. Four curved 'vents' along where its ribs would be glowed an eerie white. A pair of lifeless eyes glowed the same color.

_**"Directives received. Destroy metahuman intruders."**_

It turned and fired a single bluish purple plasma beam at Jen. She wasn't going to get out of the way in time. "No!" Peter sprinted along the wall and fired a webline that attached to her back. He yanked her out of the way just before the beam lanced through the machine she was standing in front of.

She slid to a halt. "Thanks, Webs." Standing, she cracked her knuckles. "Let's break this toy."

A white light engulfed Peter, Jen and Janet for a brief second. _**"DNA scan complete. Ability Adaptation Mode activated."**_ The Sentinel suddenly did a graceful back-flip and stuck to the wall.

"Uh, what?"

A pair of bio-electric bursts erupted from its eyes, nearly hitting T'Challa, had he not dove out of the way in time. He flung a pair of his glowing purple knives at the Sentinel, but cursed silently when the machine nimbly flipped out of the way.

The sound of plexiglass being punctured and broken sounded, and dozens of incomplete Sentinels were hurled at the machine. It casually batted them away while dodging attacks from Janet, Peter and T'Challa.

A stream of bio-electricity erupted from its chest vents, nearly missing Panther and washing completely over She-Hulk. She grunted and flew back into an assembly machine.

"How is it doing this?!" Peter fired a hardened web-ball, nailing the Sentinel in the back of the head. It's attention on him, he avoided its retaliatory beam and landed behind it and planted a strong kick to the back of its leg. It fell to one knee, allowing Janet to blast it multiple times in the face and head.

A set of claws popped out of Panther's gloves. He leaped onto the robot's back and dug them into its neck and throat area. He grunted and ripped them out, taking with them bits of its plating and internal wires.

Bio-electricity and the Sentinel's own energy source spewed out of its eyes and chest vents, carving up the floor and lancing through walls and the nearby machines. Peter dove out of the way and fired another web-ball. It hit true on the side of its head and gained Peter its attention once again. "Yeah, that's right, Toaster Boy. Right over here," he goaded. Out of the corner of his eye, he saw Jen climbing out of the mangled machine and charging toward them.

Panther quickly used Peter's distraction and sliced through the Sentinel's knee ligaments. Before it could do anything in response, Jen spear tackled it from behind, a thunderous collision that sent them both flying into and through a wall. The floor trembled and Jen came flying back through the hole. She slid to a stop. "Ow. Tin can packs a punch."

Janet grew to regular size and unleashed her strongest blast into its chest as it was crawling out of the hole. It was driven back, losing its arm and leg at the calf as a result. It tried to retaliate, but she kept it up, and didn't stop until its eyes stopped glowing and faded.

Peter hunched over and rested on his knees. His chest heaved as he sucked in air. "Good job, guys. Can we go now?" He looked around and took in the mangled, shattered pieces of machinery. The assembly machines were in pieces and the Sentinels were all over the place. It was a mess.

"We need to find the Mandarin," Panther reminded. "This Sentinel was more advanced than anything I've ever seen. I want to know how he managed to come up with this so quickly."

"Maybe he has a time machine." Janet dusted off her black leather costume and wiped some grime off of the gold wasp symbol on her torso. "You," she pointed at Peter, "you planning on getting in my ass about me killing that robot?"

He rolled his eyes behind his mask. Apparently, he had become a meme because of his concerns. "Will you give that a rest already?"

She smirked and followed T'Challa as he quickly headed out of Armor Fabrication and into the storage area. They arrived in time to catch six Sentinels stepping out of three containers against the wall to their right and flying through a sun roof outside, presumably to battle Monica. Thankfully, they were the old school Sentinels. "Wasp, seal those container doors closed before any more can get out," Panther ordered.

As she did so, four managed to step out further down. _**"Directives received. Eliminate metahuman intruders."**_ They opened fire.

Peter hadn't been so relieved to see regular bullets and laser beams in his life. After struggling to beat one advanced Sentinel, seeing these older models was a welcome change. "You know," Jen told him, "I really hate your powers after fighting that one 'bot."

He sealed one's guns closed with webbing and watched its arms explode. "You and me both, Green Bean."

"Don't call me green bean," she said, deadpan.

"Can I call you Collard Green?" He dodged a blast from behind after his Sense buzzed. "Spinach Green?" He dodged again. And again. "Turnip Green?" And again. "Go Green?" And again. "Sexy Green?" And again. "Mean Joe Green?" And again. Finally, and leaped up and planted his fist through its face.

"God, do you ever shut up?" Janet huffed.

"I have an incurable, inoperable disease known as cantshutupitis. It's so rare that I'm one of two people worldwide that has it. Thanks for bringing it up. Jerk."

Janet rolled her eyes fabulously.

Jen smashed the last two Sentinels into each other, creating a giant pile of twisted metal. "That's that. Now what?"

"We find the Mandarin."

Finding him shouldn't have been that hard. Actually, he was probably going to find them if they stayed there long enough. The problem was going to be beating him long enough to tag him, not to mention getting him in a position to where he would be forthcoming with anything resembling answers. "Should we bring in the others?"

"Yes," he answered without hesitation. "The Mandarin is –"

Before he could finish, the back wall exploded, throwing them all to the floor. Out of the wreckage stepped ten human sized figures. They looked human, but wore similar armor as the old school Sentinels. They also didn't act in the same manner as humans did, but more machine like. Peter's Spidey Sense was buzzing. "Well, well, well, what do we have here?" one of them said.

"These are the intruders the Mandarin was telling us about," another said. "We have our orders. Waste them!" The rockets on their backs ignited, and they burst forward.

Peter dodged and planted his fist into one of them. He keeled over from the force of the punch. "Huh? It felt like they were made of plastic." He kicked and dropped three more in rapid succession.

"Carbon fiber," Panther corrected as he avoided a pair of energy balls and dropped a pair of the Bio-Sentinels.

Jen mopped up the remaining four with ease. T'Challa bent down to inspect one of them. He found that the armor was welded to the man's flesh, and that his flesh was in the beginning stages of decomposition. He checked for a pulse and predictably didn't find one. "These people were already dead," he announced.

"They're just cheaply made cyborgs."

"Hey guys," Janet called out. "She was standing by where the explosion occurred. "There's a staircase over here leading to a lower level."

"Likely, that is where we will find the Mandarin. Come on."


End file.
